Bharat Road Network Ltd Auditor Reports

<dhhead>INDEPENDENT AUDIT REPORT</dhhead>

To

The Members of

Bharat Road Network Limited

Report on the Standalone Financial Statements

Qualified opinion

We have audited the accompanying standalone financial statements of Bharat Road Network Limited (‘the Company’), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the material accounting policies and other explanatory information (herein after 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 impact of the matter as described in the basis for qualified opinion paragraph, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

 

Basis for Qualified Opinion

We refer note - 15(ii) of the standalone financial statements where the Company has not recognized interest on 7,000 lakhs from July 01, 2019 onwards which is not in compliance of Ind AS 1 ‘Presentation of Financial Statements’ read with Ind AS 109 ‘Financial Instruments’. Due to this, loss before tax of the Company for the year ended March 31, 2024 has been understated by 894.95 lakhs and the current liabilities as at March 31, 2024 has been understated by 4,244.88 lakhs.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

 

Emphasis of Matter

i. We refer note – 4(i)G and 4(i)H of the standalone financial statements regarding termination of the project of Kurukshetra

Expressway Private Limited (KEPL) and Mahakaleshwar Tollways Private Limited (MTPL), associates of the Company. KEPL and MTPL have filed their claims with the respective authorities as per the concession agreement. In view of the Management, the carrying amount of Investments and Receivable of the Company from KEPL and MTPL as recognized in the standalone financial statements are reasonable and appropriate and holds good for recovery.

ii. We draw attention to note – 4(i)J of the standalone financial statements regarding search proceedings under Prevention of Money Laundering Act, 2002 at Guruvayoor Infrastructure Private Limited (GIPL), a subsidiary of the Company.

iii. We draw attention to note – 4(i)I of the standalone financial statements regarding suspension of rights of toll collection of Solapur Tollways Private Limited (STPL), a subsidiary of the Company by National Highway Authority of India (NHAI). Also, applications have been made under section 7 of the Insolvency and Bankruptcy code, 2016 by the lenders against STPL.

 

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our professional judgment were of most significance in our audit of the standalone financial statements of the current period. 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.

 

Following are the Key Audit Matters (KAM) –

 

Key Audit Matters	Auditors Response
1 Investments in Optionally Convertible Debentures of subsidiaries and associates has been considered as financial assetsandvalued at Fair Value Through Profit and Loss. Refer Note no-4(i)of the standalonefinancial statements.	We have reviewed the projections and related information and explanations and additionally considered the valuation report ofa Registered Valuer appointed by the Company.

 

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report including annexures to Directors Report, but does not include the standalone financial statements and our auditors report thereon.

The Directors Report including annexures to Directors Report is expected to be made available to us after the date of issue of this audit report.

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 auditofthestandalonefinancial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Directors Report including annexures to Directors Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) ofthe Act with respect to the preparation of these standalone financial statements that give a true and fair viewofthefinancial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation ofthestandalonefinancial statements thatgiveatrue and fair view and are free from material misstatements, 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 Companysfinancial reporting process.

 

Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether thestandalonefinancial 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 ofthese standalonefinancial statements.

As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 ofinternal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct, wearealso responsiblefor expressing ouropinion on whethertheCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention inour auditors report to the related disclosures in the standalonefinancial 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 ofthe standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We communicate with those charged with governance 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 ofsuch 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 Section 143(11) of the Act, and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we give in the "Annexure A"a statement on the matters specified in paragraphs 3 and 4 oftheOrder.

2. As required by Section 143(3) ofthe 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 purpose of our audit;

b) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, in our opinion, proper books ofaccounts as required by law have been kept by the Company so far as it appears from our examination ofthose books;

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement and theStatement ofChanges in Equitydealt with by this Report are in agreement with the books of account;

d) In our opinion, except for the effects of the matters described in the basis for qualified opinion paragraph, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 ofthe Act, read with relevant Rules issued thereunder;

e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the BoardofDirectors, noneofthedirectors is disqualified as on March 31,2024from being appointed as a director in terms ofSection 164(2) ofthe Act;

f) The modifications relating to the maintenance ofaccounts and other matters connected therewith are as stated in paragraph (b) above on reporting under section 143 (3)

(b) oftheAct.

g) With respect to the adequacy of the internal financial controlsoverfinancial reporting oftheCompanyand the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16)of the Act, as amended:

As per the information and explanation given to us and on the basis of our examination of the records, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

i. To the best ofour information and according to the explanation given to us there is no pending litigation (other than those referred in note - 15(ii) and 31.4 of the standalone financial statements) having material impact on the financial position of the Company.

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

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that, to the

best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person or entities, 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, no funds have been received by the company from any person or entity, 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;

c) Based on the audit procedures that were 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 iv (a) and iv

(b) contain any material misstatement.

v. No dividend has been declared or paid during the financial year by the Company.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books ofaccountsfor thefinancial year ended March 31,2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the course ofour audit, we did not come across any instance of the audit trail feature being tampered with, in respect of accounting software for which the audit trail feature was operating.

As proviso to Rule3(1)oftheCompanies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014on preservation ofaudit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF BHARAT ROAD NETWORK LIMITED

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report)

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

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

(b) The Property, Plant & Equipment have been physically verified bythemanagementduring thefinancial year,the frequency ofwhich, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) As the Company has no immovable property, provisions of clause 3(i)(c) of the Order is not applicable to the Company.

(d) The Company has not revalued its Property, Plant and Equipment or intangible assets during the year ended March 31,2024.

(e) No proceedings have been initiated during the financial yearorare pending against theCompanyas at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (asamended in 2016) and rules made thereunder.

ii. (a) As the Company has no inventory, provisions of clause

3(ii) of the said Order is not applicable to the company.

(b) The Company has not been sanctioned working capital limits in excess of 5 crores, in aggregate, at any point of timeduringtheyear,from banksorfinancial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. (a) (A) During the year, the Company has provided loans or advances in the nature of loans to subsidiary companies and associate companies amounting to X 2,262.44 Lakhs and the aggregate balance outstanding as on March 31, 2024 amounts to X8,352.61 Lakhs. Further, the outstanding guarantee on behalf of subsidiary companies and associate companies amounts to X 67,000 Lakhs as on March

31.2024.

(B) During the financial year 2023-24 and as at March

31.2024, the Company has not provided any loans or advances in the nature of loans to parties other than subsidiaries, joint ventures and associates.

(b) In our opinion, the investments made and the terms and conditions of the grant of loans and guarantees during the financial year are prima facie not prejudicial to the interest ofthe Company.

(c) InrespectofloansamountingtoX8,352.61 Lakhsgranted by the Company, schedule of repayment of principal and payment of interest has not been stipulated. These loans have been granted to subsidiaries and associates.

(d) No amount ofloans granted by the Company are overdue for more than ninety days.

(e) No loans falling due during the year has been renewed or extended or fresh loans were granted to settle the overdues of existing loans given to the same parties.

(f) The Company has granted loans or advances in the nature of loans amounting to X 2,26.44 Lakhs either repayable on demand or without specifying any terms or period of repayment during the year to its subsidiaries and associates. This constitutes 100% ofthe loans granted during theyear.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisionsofsection 185and 186oftheAct in respectofloans, investments, guarantees or securities, wherever transacted and applicable.

v. The Company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable.

vi. The provisions regarding maintenanceofcost records under section 148(1) ofthe Act are not applicable to the Company.

vii. (a) According to information and explanations given to us

and the records of the company examined by us, inour opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employeesstate insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any other statutory dues except tax deducted at source on interest on certain loans taken from financial institution to the appropriate authorities. The Company has not deducted / paid tax deducted at source (TDS) amounting to 66.75 lakhs on interest on loan taken from financial institution which is duefor more than six months from the date they became payable as at March 31,2024.

(b) According to information and explanations given to us and the records of the company examined by us, there are no dues outstanding in respect of income tax, sales tax, service tax, duty of customs, duty of excise, goods and service tax and cess as at March 31,2024 on account ofdisputes.

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments underthe IncomeTaxAct, 1961 as incomeduring the financial year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix. (a) TheCompanyhasdefaultedinpaymentofinteresttoone of the financial institution (NBFC). Interest accrued but not paid for the period July 01, 2018 to June 30, 2019 amounts to X 870.00 lakhs. Further, Company has not provided and paid interest from July 01, 2019 to March 31,2024 amounting to X 4,244.88 lakhs (Refer note - 15(ii) ofthe standalonefinancial statements).

(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained.

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

(e) On an overall examination of the financial statements ofthe Company, the Company has not taken anyfunds from any entity or person on account ofor to meet the obligations of its subsidiaries and associates.

(f) The Company has not raised loans during the financial year on the pledge of securities held in its subsidiaries and associates.

x. (a) The Company has not raised any money during the financial year by way of initial public offer/further public offer (including debt instruments). Hence, the requirement to report on clause 3(x)(a) ofthe 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 financial 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) No fraud / material fraud by the Company or no fraud / material fraud on the Company has been noticed or reported during thefinancial year.

(b) No report under sub-section (12) of section 143 of the Act, has been filed in Form ADT -4as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the financial year and upto the date ofthis report.

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

xii. TheCompanyis nota Nidhi Companyand hence,thereporting under clause 3(xii) of the Order is not applicable.

xiii. In our opinion, the Company is in compliance with section 177 and 188oftheAct with respect toapplicabletransactions with the related parties and the details of related party transactions have been disclosed in thestandalonefinancial statements as required by the applicable accounting standards.

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

(b) We have considered the internal audit reports for the year under audit, issued to the Company duringthe year and till date, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion, and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with its directors and hence provisions of section 192 ofthe Act are not applicable to the Company.

xvi. (a) According to the information and explanations given to us,the provisions ofsection 45-IAofthe Reserve Bankof India Act, 1934 are not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause 3(xvi)(b) ofthe Order is not applicable to the Company.

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

(d) There are no Core Investment Companies as part of the Group.

xvii. The Company has incurred cash losses in the current and immediately preceding financial years.

Financial Year	Amount of Cash Loss (Rs in Lakhs)
2023-24	3,096.86
2022-23	29,774.91

 

xviii. Therehas been no resignation ofthestatutoryauditorsduring the financial year. Accordingly, the requirement to report on clause 3(xviii) of the Order is not applicable to the Company.

xix. On the basisofthefinancial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge ofthe Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertaintyexists ason thedate oftheaudit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a periodofoneyearfrom the balancesheetdate. We, however, state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on thefacts upto thedateoftheaudit reportandwe neithergive any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. In respectofotherthan ongoing projects,thereare no unspent amounts that are required to be transferred to a fund specified in Schedule VII ofthe Act, in compliance with second proviso to sub section 5 of section 135 ofthe Act. The Company has no ongoing projects in this respect.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF BHARAT ROAD NETWORK LIMITED Report on the Internal Financial Controls underClause (i) ofSub-section 3 ofSection 143 oftheCompanies Act,2013 ("theAct") as referred to in paragraph 2(g) ofReport on Other Legal and Regulatory Requirementssection

We have audited the internal financial controls over financial reporting of Bharat Road Network Limited ("the Company") as of March 31, 2024 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 over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe InstituteofCharteredAccountants ofIndia". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectivelyforensuring theorderly 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 toexpressan opinion on theCompanys 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, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the InstituteofChartered 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 overfinancial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the riskthata 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 auditorsjudgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controlssystem overfinancial reporting.

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:

a) pertaintothemaintenanceofrecordsthat,in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets ofthe Company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthecompanyare being made only in accordance with authorizations of Management and directors ofthe Company; and

c) 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 managementoverrideofcontrols, 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 overfinancial reporting may become inadequate because ofchanges in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were generally operating effectively as at March 31, 2024, based on "the internal control overfinancial reporting criteria established bytheCompany considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India".

 

SI. Particulars No.	Audited Figures (asreported before adjusting for qualifications)	Adjusted Figures (audited figures after adjustingfor qualifications)
1 Turnover/TotalIncome	1,385.52	1,385.52
2 Total Expenditure	4,373.39	5,268.34
3 Profit/(Loss) before tax	(2,987.87)	(3,882.82)
4 Earnings per Share (X)	(2.63)	(3.43)
5 Total Assets	1,10,957.79	1,12,026.13
6 Total Liabilities	38,896.03	43,140.90
7 Net worth	72,061.76	68,885.23
8 Anyotherfinancials item(s) (asfeltappropriate bythe Management)

 

II Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: The Company has not recognized interest on X 7,000 lakhs from July 01,2019 onwards which is not in compliance of IndASI Presentation of Financial Statementsread with Ind AS 109Financial Instruments. Dueto this, loss before taxofthe Companyfor the quarter ended March 31,2024 has been understated by X 222.51 lakhs and loss before taxof the Company for theyear ended March 31, 2024 has been understated by X 894.95 lakhs and the current liabilities as at March 31,2024 has been understated by X 4,244.88 lakhs.

b. Type ofAudit Qualification : Qualified Opinion

c. Frequency of qualification: For the year ended 31st March 24, 31st March 23, 31st March 22, 31st March 21 & 31st March 20

d. For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views: The Company had received an amountof X 7000 lakhsfrom IL&FS group-IL&FS Financial Services Ltd. (IFIN) in the FY 2016-17. TheCompanyalso hasareceivable of X 11,419lakhsfrom IL&FS group-IL&FS Transportation Networks Limited (ITNL). Pursuant to thedirections passed by Honble National Company LawAppellateTribunal, at New Delhi for restructuring the IL&FS group, all theentities belonging to thegroup are treated as a single entity and not restructured separately.The Company, as such, has put on hold the Interest and Principal payment sinceSeptember 30,2018.TheCompany has not provided Interestfrom July01,2019onwards, pending thesettlement of dispute. An application has been filed against the Company by IL & FS before the Honble National Company Law Tribunal (NCLT), Kolkata claiming their dues, against which the Company has initiated appropriate measures for set off of this payable and recoveryofthe balance amount. Further an application has been filed by IL & FS on July 18,2023 beforethe Honble NCLAT, New Delhi seeking an approval for unwinding / collapse of the transaction and further restricting the accrual of Interest upto cut off date i.e October 15, 2018 . In veiw of this, on joint request being made by the parties in Honble NCLT, this matter is adjourned sine dieofpassing oftheorder by the Honble NCLAT.

e. For Audit Qualification(s) where the impact is not quantified by the auditor: Not Applicable

(i) Managements estimation on the impact ofaudit qualification: Not Applicable

(ii) If management is unable to estimate the impact, reasons for the same: Not Applicable

(iii) AuditorsComments on (i) or (ii) above: Not Applicable