til ltd share price Auditors report

To The Members of TIL Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of TIL Limited ("the Company"), which comprise the Standalone Balance sheet as at 31st March 2023, the Standalone Statement of Profit and Loss, including the Standalone Statement of Other Comprehensive Income, the Standalone Statement of Cash Flows, the Standalone Statement of Changes in Equity for the year then ended and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Standalone Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in ‘Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("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 loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Disclaimer of Opinion

We draw attention to the following matters:

(a) Note No. 33 of the accompanying Standalone Financial Statements for not carrying out fair valuation of interest free loans from the Promoters/Promoters Group of Companies and other lenders aggregating to Rs. 15,885 Lakhs as required under Ind AS-109 and its impact on Standalone Financial Statements has not been ascertained by the management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on the Standalone Financial Statements.

(b) Note No. 34 of the accompanying Standalone Financial Statements which states that the company has incurred a cash loss of Rs. 8,314 Lakhs during the year and its net worth is negative as on the Balance Sheet date. Moreover, the Companys current liabilities also exceed its current assets as at 31st March 2023. In view of the acute financial crisis faced by the Company, lenders have declared the loan facilities granted to the Company as a Non-Performing Asset (NPA). However, the lenders have also extended ‘Holding on Operations to the Company through a ‘Trust & Retention Account opened with the Lead Bank of the Consortium namely, Bank of India (‘BOI). Further, the lead bank, namely Bank Of India, had filed a petition under Section 7 of the IBC before the Honble National Company Law Tribunal on 28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th November 2022 which had since been submitted with all of TILs Consortium Bankers on 28th November 2022 which is currently under discussion.

The above situation indicates that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. However, the management of the company has been considering the feasibility and effectiveness of the certain planned actions including proposed investment & proposed resolution plan and considering the sales orders in hand, the management has concluded that the material uncertainties are expected to be mitigated and hence the Standalone Financial Statements have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on successful outcome of proposed investment by the investor and proposed resolution plan as stated above. Hence, we are unable to comment on whether the Company will be able to continue as Going Concern.

(c) Note No. 10.1 of the accompanying Standalone Financial Statements regarding carry forward of Minimum Alternate Tax Credit of Rs. 3,026 Lakhs as on 31st March 2023 (a component of deferred tax asset in the financial statements) which was accounted for in the earlier years. In the opinion of the management sufficient future taxable profit will be available against which these unused tax credits can be utilized within the stipulated period under the provisions of Income Tax Act 1961. However, we are unable to comment for utilization of said MAT credit in absence of basis for reasonable certainty supported by convincing evidence.

(d) Note No. 12.5 of the accompanying Standalone Financial Statements regarding Stock in Transit which includes materials valuing Rs. 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st March 2023 which also includes Rs. 3,234 Lakhs imported in earlier years. These inventories could not be released from the authorities due to non-payment of custom duty, other charges etc. and as explained, due to this confirmation has also not been received. The management does not expect any material loss on account of any obsolescence in these said stocks due to passage of time and no provision is considered necessary. However, as these materials are lying for a considerable period of time and due to non-availability of its technical assessment, we are unable to comment whether any provision for obsolescence are required in this regard.

(e) Note No. 35 of the accompanying Standalone Financial Statements regarding an enquiry by "Directorate of Revenue Intelligence & Enforcement" (DRI) which has been ongoing since June 2021 in respect to certain trading transactions and other matters related to earlier years and the Company has since complied with the requirements of the DRI. On 7th November 2022 and 10th November 2022 the Company received an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations based on the Investigation report. These demand initimations were for FY 2019-20 and for FY 2020-21 for payment of tax/interest/penalty amounting to Rs. 928.90 Lakhs & Rs. 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and a reply to such intimations had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to Rs. 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the management.

(f) Trade Receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to Rs. 3,019 Lakhs, Rs. 1,050 Lakhs, Rs. 12,542 Lakhs and Rs. 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Company could not get necessary confirmations from the respective parties and due to no material subsequent movement in such balances, alternate procedure to verify those balances could also not be performed. Further, the Company could not get confirmations for Loans from bodies corporate to the extent of Rs. 897 Lakhs lying outstanding as on 31st March 2023.

Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said balances as on 31st March 2023 and related impact on these Standalone Financial Statements.

The impact of above matters (a) to (f) on the accompanying Standalone Financial Statements is presently not ascertainable.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act 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 the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements for the year ended 31st March 2023. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the basis for qualified opinion section, we have determined the matter described below as Key audit matter and our description of how our audit addressed the matter is provided in that context.

Key audit matters	How our audit addressed the key audit matter
Inventories (other than stock in transit) (refer Note 12 of the Standalone Financial Statements)
The Company is engaged in manufacturing of a comprehensive range of material handling, lifting, port, and road construction equipments with integrated customer support and after-sales service requiring a wide range of spare parts. The total inventory of such materials (other than stock in transit) amounts to Rs. 10,849 Lakhs as on 31st March 2023 (Refer Note 12 of Standalone Financial Statements).	Our audit procedures included the following:
Inventories are carried at lower of cost or net realizable value. Significant judgement is required in assessing the appropriate level of the provision for slow moving and/or obsolete inventory, determination of net realizable value and we determined this to be a matter of significance to our audit.	1. Obtained an understanding of the management with regard to internal controls relating to Inventory management.
	2. We have reviewed the report submitted by the external agency and checked for differences, if any, and whether the same has been accounted for in the books of accounts.
	3. We observed physical inventory counts at major locations to ascertain the condition of inventory and tested on a sample of items to assess the cost basis and net realizable value of inventory and evaluated the adequacy of provision for slow moving and obsolete inventories as at 31st March 2023.
	4. Tested on a sample basis the accuracy of cost for inventory and testing the net realizable value by comparing actual cost with the latest available contracts for similar products.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Standalone Financial Statements and our auditors report thereon. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

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 including other comprehensive income, cash flows and changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the 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.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1"a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, except to the extent described in the Basis for Qualified Opinion paragraph where we were unable to obtain such information; (b) 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 except to the extent stated in the Basis for Qualified Opinion paragraph and clause (vi) of Annexure 1;

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account;

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters described in the Basis for Qualified Opinion paragraph including Going Concern Assessment as stated above, in our opinion, may have adverse effect on the functioning of the Company;

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

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above and clause (vi) of Annexure 1;

(h) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report. That report expresses a disclaimer of opinion on the Companys internal financial controls with reference to these Standalone Financial Statements for the reasons stated therein;

(i) In our opinion, the managerial remuneration for the year ended 31st March 2023 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(j) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 35, 37.1 and 37.3 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 43.4 to the Standalone Financial Statements, 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, whether, 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 that, to the best of its knowledge and belief, as disclosed in the Note 43.4 to the Standalone Financial Statements, 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 or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures 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 (a) and (b) above contains any material misstatement.

v. No Dividend has been declared or paid during the year by the company.

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

	For Singhi & Co.
	Chartered Accountants
	Firm Registration No. 302049E
	(Giridhari Lal Choudhary)
	Partner
Kolkata	Membership No. 052112
26th May 2023	UDIN : 23052112BGXCJJ7377

ANNEXURE 1

Referred to In Paragraph 1 under the heading "Report On Other Legal And Regulatory Requirements" of our report of even date to the members of TIL Limited as at and For The Year Ended 31st March 2023

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

(B) The Company has maintained proper records showing full particulars of Intangibles Assets.

(b) During the year, Property, Plant and Equipment have been physically verified by the management according to a programme of verification at reasonable intervals which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title/ lease 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 the financial statements are held in the name of the Company except in cases given below:

Description of the property	Gross Carrying Value (Rs in Lakhs)	Held in name of	Whether promoter, director or their relative or employee	Property held since when	Reason for not being held in name of company
Freehold Land admeasuring 30.48 acres located at Changual, Kharagpur, West Bengal	309	Various owners having small plots	No	01-04-2009	The Company is in the process of executing the deeds with the respective sellers.
Flat located at Mumbai	1	Managing Director of erstwhile Spundish Engineering Limited	No	01-05-1975	The title deeds are in the name of Managing Director of erstwhile Spundish Engineering Limited, which was amalgamated with the Company in earlier years.

In respect of immovable properties of land and buildings that have been taken on lease and disclosed as Right-Of-Use Assets in the Standalone Financial Statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement, except the following:

Description of the property	Gross Carrying Value (Rs in Lakhs)	Held in name of	Whether promoter, director or their relative or employee	Property held since when	Reason for not being held in name of company
Leasehold Land admeasuring 9,919.40 square meters located at Kolkata, West Bengal	1,048 *	Shyama Prasad Mukherjee Port Trust	No	01-05-1960	The Lease deed of the related land with Shyama Prasad Mukherjee Port Trust has expired on 31st March 2015. The Company is in the process of renewing the lease deed.

* Also, Refer Note 4.5 of the Standalone Financial Statements.

(d) The Company has not revalued its Property, Plant and Equipment (including Right-Of-Use Assets) or Intangible Assets during the year.

(e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventories, except for stocks lying with third parties, have been physically verified by the management during the year. In our opinion and based on information and explanations given to us, the coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and the nature of its operations. For stocks lying with third parties at the year-end, written confirmations have not been obtained (refer para {d} in ‘Basis for Qualified Opinion section of our report). The discrepancies noticed on physical verification between the physical stocks and the books records were not in excess of 10% in the aggregate for each class of inventory and have been properly dealt with inthe books of accounts.

(b) As disclosed in note 43.5 to the Standalone Financial Statements, the Company has been sanctioned working capital limits in excess of Rs. 5 Crs. in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns filed by the Company with such banks are not in agreement with the books of accounts of the Company and the details are as follows:

Quarter	Name of the Bank	Particulars	Amount as per books of account	Amount reported in quarterly return/statement	Difference (Rs in Lakhs)
			(Rs in Lakhs)	(Rs in Lakhs)
June22	All Consortium Banks	Inventories	15,053	15,750	(697)
		Trade Receivables	4,003	4,309	(306)
September22	All Consortium Banks	Inventories	15,379	15,379
		Trade Receivables	3,711	3,731	(20)
December22	All Consortium Banks	Inventories	14,920	14,921	(1)
		Trade Receivables	4,029	4,023	6
March23	All Consortium Banks	Inventories	14,097	14,405	(308)
		Trade Receivables	4,626	4,617	9

As explained by the management, the differences are on account of numbers reported to the banks based on the provisional quarterly accounts.

(iii) During the year, the Company has not made any investment, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(a) to (f) of the Order are not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, there are no loans, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable. The provisions of section 186 of the Act in respect of investments made have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable except for receipt of loan from TIL Welfare Trust amounting to Rs. 1,066 Lakhs received in the previous financial years which is in contravention of provision of sections 73 to 76 of the Act. We have been further informed by the Company that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard.

(vi) The maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Act and rules thereunder. We have been informed by the management that prescribed accounts and records for the year ended 31st March 2023 are in the process of being made and maintained.

(vii) (a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have been significant delays in large number of cases.

According to the information and explanations given to us and based on audit procedures performed by us, undisputed dues in respect of goods and services tax, provident fund, employees state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:

Name of Statute	Nature of Dues	Amount (Rs in Lakhs)	Period to which amounts relates	Due Date	Date of Payment
Income Tax Act, 1961	Tax Deducted at source	451.30	FY 21-22	Various Dates	Unpaid
Income Tax Act, 1961	Tax Deducted at source	28.46	FY 22-23	Various Dates	Unpaid
Income Tax Act, 1961	Tax Collected at source	19.77	FY 21-22	Various Dates	Unpaid
Income Tax Act, 1961	Tax Collected at source	0.95	FY 22-23	Various Dates	Unpaid
Employee Provident Fund Act, 1952	Provident Fund	475.16	FY 21-22	Various Dates	Unpaid
Employee Provident Fund Act, 1952	Provident Fund	153.65	FY 22-23	Various Dates	Unpaid
Employees State Insurance Act, 1948	Employee State Insurance	17.96	FY 21-22	Various Dates	Unpaid
Employees State Insurance Act, 1948	Employee State Insurance	6.12	FY 22-23	Various Dates	Unpaid
Employees Provident Funds and Miscellaneous Provisions Act,1952	Professional Tax	1.81	FY 21-22	Various Dates	Unpaid
Employees Provident Funds and Miscellaneous Provisions Act,1952	Professional Tax	2.21	FY 22-23	Various Dates	Unpaid

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of statutory dues referred to in sub-clause (a) as at 31st March 2023 which have not been deposited on account of a dispute, are as follows:

Name of the Statute	Nature of Dues	Forum where dispute is pending	Period to which Amount Relates	Amount Involved (Rs in Lakhs)
The Central Sales Tax Act, 1956	Sales Tax	Calcutta High Court	2007-08	74
The Central Sales Tax Act, 1956	Sales Tax	West Bengal Commercial Taxes Appellate & Revisional Board	2008-09 2009-10	931
The West Bengal Value Added Tax Act, 2003	Sales Tax	West Bengal Commercial Taxes Appellate & Revisional Board	2008-09 2009-10	1,187
Central Goods & Services Tax Act, 2017	Goods & Services Tax	Assistant Commissioner of State Tax, Kolkata	2019-20	959
Finance Act, 1994	Service Tax	The Customs, Excise and Service Tax Appellate Tribunal, Kolkata	2007-08	21
Finance Act, 1994	Service Tax	The Customs, Excise and Service Tax Appellate Tribunal, Kolkata	2008-09 to 2013-14	619
Finance Act, 1994	Service Tax	Joint Commissionerof CGST & Central Excise, Kolkata	2014-15 to 2017-18	293
Central Excise Act, 1944	Central Excise Tax	Commissioner of Central Excise (Appeals)	2013-14 to 2017-18	10
Central Excise Act, 1944	Central Excise Tax	Commissioner (Appeals), CGST & Central Excise	2014-15 to 2016-17	313
Income Tax Act, 1961	Income Tax	Commissioner of Income tax (Appeals)	2011-12	42
Income Tax Act, 1961	Income Tax	Commissioner of Income tax (Appeals)	2014-15	11
Income Tax Act, 1961	Income Tax	Commissioner of Income tax (Appeals)	2016-17	18

(viii) According to the information and explanations given to us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) The Company has defaulted in repayment of dues to banks and financial institutions during the year as stated below:

Nature of borrowing including debt securities	Name of Lender	Whether principal or interest	Amount not paid on due date (Rs in Lakhs)	Outstanding since/ Delay (in days)
	Aditya Birla Finance Ltd.	Principal	420.51	15-02-2022
		Interest	43.35	15-02-2022
Long Term Loan	Tata Capital Financial	Principal	1,022.62	13-04-2022
	Services Ltd.	Interest	97.89	13-04-2022
	Aditya Birla Finance Ltd.	Principal	145.71	15-02-2022
		Interest	17.55	15-02-2022
	Tata Capital Financial	Principal	1,017.00	10-05-2022
	Services Ltd.	Interest	96.93	10-05-2022
		Principal	125.00	01-04-2022
	Punjab National Bank
Guaranteed Emergency Credit Line (GECL)		Interest	55.36	01-04-2022
		Principal	202.77	01-06-2022
	Union Bank of India
		Interest	14.57	01-06-2022
		Principal	660.30	10-06-2022
	State Bank of India
		Interest	44.51	01-06-2022
		Principal	169.98	01-09-2022
	IDBI Bank
		Interest	10.25	01-09-2022
Financial Assistance under CESS-2020 Scheme		Principal	174.57	06-11-2021
	Bank of India
		Interest	18.80	30-11-2021
		Principal	2,551.12	16-10-2021
	HDFC Bank	Interest	308.76	01-02-2022
Short Term Loan		Principal	153.43	01-04-2022
	Union Bank of India	Interest	25.72	28-02-2022
		Principal	2,460.00	20-03-2022
	Bank of India	Interest	324.49	31-12-2021
		Principal	563.18	17-06-2022
	Union Bank of India	Interest	63.92	01-04-2022
Working Capital Demand Loan (WCDL)		Principal	2,070.00	11-02-2023
	State Bank of India	Interest	165.12	01-10-2023
	South Indian Bank	Principal	1,510.10	08-08-2022
		Interest	222.25	01-08-2022
	Axis Bank	Interest	23.65	01-07-2022
		Principal	726.34	20-03-2022
	Bank of India	Interest	80.06	20-03-2022
	Punjab National Bank	Principal	106.30	31-12-2022
		Principal	2,364.40	31-10-2021
	HDFC Bank	Interest	306.76	31-10-2021
		Principal	379.53	17-06-2022
	Union Bank of India	Interest	38.81	17-06-2022
Cash Credit		Principal	17.81	11-02-2023
	State Bank of India	Interest	12.49	11-02-2023
		Principal	2,089.31	01-04-2022
	Indian Bank	Interest	277.02	01-04-2022
		Principal	310.84	24-12-2022
	IDBI Bank	Interest	16.95	24-12-2022
	South Indian Bank	Principal	793.22	08-08-2022
	Axis Bank	Interest	0.75	01-07-2022
Letter of Credit (LC)	Union Bank of India	LC Devolved	43.08	9-57 days
	Indian Bank	LC Devolved	113.67	3 days

(b) According to the information and explanations given to us and the records of the Company examined by us, the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given by the management, term loans were applied for the purpose for which the loans were obtained.

(d) 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.

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

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer/further public offer (including debt instruments) hence, the requirement to report on clause 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 /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) 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.

(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 Companies (Audit and Auditors) Rules, 2014 with the Central Government.

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

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) (a) to (c) of the order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in Note 41 to the Standalone Financial Statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and natureof its business.

(b) The internal audit reports of the Company issued till the date for the periodunder audit have been considered by us.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) (a) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause (xvi) (a) & (b) of the order is not applicable to the Company.

(b) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) (c) of the Order is not applicable to the Company.

(c) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has incurred cash losses amounting to Rs. 8,314 Lakhs in the current financial year and Rs. 39,352 Lakhs (including accounting adjustments related to earlier years as stated in Note 32 of the Standalone Financial Statements) in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) As stated in Qualified Opinion paragraph in our main audit report for Going Concern Assessment and as disclosed in Note 34, 40 and 42 to the Standalone Financial Statements which includes the financial ratios and ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty that the Company may not be capable of meeting its liabilities, existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date.

(xx) The Company does not have any obligation towards Corporate Social Responsibility as per the provisions of Section 135 of the Act during the current and previous financial year and hence reporting in clause (xx) is not applicable.

	For Singhi & Co.
	Chartered Accountants
	Firm Registration No. 302049E
	(Giridhari Lal Choudhary)
	Partner
Kolkata	Membership No. 052112
26th May 2023	UDIN: 23052112BGXCJJ7377

ANNEXURE 2

To the Independent Auditors Report of even date on the Standalone Financial Statements of TIL Limted (Referred to in paragraph (h) under ‘Report on Other Legal and Regulatory Requirements of our report of even date) Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

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

We were engaged to audit the internal financial controls with reference to Standalone Financial Statements of TIL Limited ("the Company") as of 31st March 2023 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls 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 the 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 Statements 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 as specified under section 143(10) of the Companies Act, 2013, to the extent 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 financial statements was established and maintained and if such controls operated effectively in all material respects.

Because of the matters described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for our opinion on whether the Company had adequate internal financial controls over financial reporting with reference to these Standalone Financial Statements as at 31st March 2023 and whether such internal financial controls were operating effectively.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A companys internal financial control with reference to financial statement 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 with reference to financial statements 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.

Disclaimer of Opinion

According to the information and explanation given to us, the Company has not established its internal financial control over financial reporting on criteria based on or 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. Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at 31st March 2023. Accordingly, we do not express an opinion on Internal Financial Controls with reference to these Standalone Financial Statements.

We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the Standalone Financial Statements of the Company for the year ended 31st March 2023 and the disclaimer does not affect our qualified opinion on the Standalone Financial Statements of the Company.

	For Singhi & Co.
	Chartered Accountants
	(Firms Registration No. 302049E)
	(Giridhari Lal Choudhary)
	Partner
Kolkata	Membership No. 052112
26th May 2023	UDIN: 23052112BGXCJJ7377