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Draft format of INDEPENDENT AUDITORS’ REPORT

To
The Members of ________________ Private Limited
Report on the audit of the Standalone* financial statements
Opinion

a
We have audited the accompanying Standalone financial statements of

i
_____________ Private Limited (“the Company”), which comprise the balance sheet as at
March 31, 2022, and the Statement of Profit and Loss and statement of cash flows for the year

d
then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.

e
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial statements give the information required by the Companies Act,

k
2013 (‘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

i
March 31, 2022, its profit (or Loss)* and cash flows for the year ended on that date.

k
Basis for opinion
We conducted our audit in accordance with the standards on auditing specified under section

in
143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the auditor’s 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

p
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 thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the code of ethics.

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

C
Material Uncertainty Related to Going Concern (include only if applicable)
The Company’s net worth is negative and the borrowings from banks and financial institutions
have been classified by the lenders as non-performing assets during the year. The next
hearing of the consortium banks is expected to be in June 20__. We were informed that the
Company is also in the process of identifying alternative business plans to improve the
performance of the Company and to initiate a One Time Settlement (OTS) with the banks.
Pending submission of the OTS/ other alternative resolution plans, a decision is yet to be taken
by the lenders regarding restructuring of the Company’s borrowings.
The above factors cast a significant uncertainty on the Company’s ability to continue as a
going concern. Pending the resolution of the above uncertainties, the Company has prepared
the aforesaid statement on a going concern basis.
OR
We draw attention to Note 1(ii) to the financial statement which indicates that the company
has accumulated losses and its net worth has been substantially eroded. The Company has
incurred a net loss during the current and the previous year and the Company’s current
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liabilities exceeded its current assets as at the balance sheet date. These conditions, along
with other matters set forth in Note 2(ii), indicate the existence of a material uncertainty that
may cast significant doubt about the Company’s ability to continue as a going concern.
However, the financial statements of the Company have been prepared on a going concern
basis for the reasons stated in the said Note. Our opinion is not modified in respect of this
matter.

Key audit matters are not applicable to unlisted company. Reporting of key audit matters as
per SA 701
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were

a
addressed in the context of our audit of the financial statements as a whole, and in forming

i
our opinion thereon, and we do not provide a separate opinion on these matters.
Information other than the financial statements and auditors’ report thereon

d
The Company’s board of directors is responsible for the preparation of the other information.
The other information comprises the information included in the Board’s Report including

e
Annexures to Board’s Report, Business Responsibility Report but does not include the
financial statements and our auditor’s report thereon.

k
Our opinion on the financial statements does not cover the other information and we do not

i
express any form of assurance conclusion thereon.

k
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our

in
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement

p
of this other information, we are required to report that fact. We have nothing to report in this
regard.
Management’s responsibility for the financial statements

A
The Company’s board of directors are responsible for the matters stated in section 134 (5) of
the Companies Act, 2013 with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the

C
Company in accordance with the accounting principles generally accepted in India, including
the accounting standards specified under Section 133 of the Companies Act 2013 (‘The Act”)
read with rule 7 of the companies (accounts) Rule 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 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 financial statement 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
Company’s 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.
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The board of directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s responsibilities for the audit of the 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
auditor’s 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, the provisions of the Act, the accounting and

a
auditing standards and matters which are required to be included in the audit report under the

i
provisions of the act and the Rules made there under, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

d
 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

e
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

k
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

i
 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

k
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating

in
effectiveness of such controls
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

p
 Conclude on the appropriateness of management’s 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 Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required

A
to draw attention in our auditor’s 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 auditor’s report. However, future events or

C
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.

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.
Applicable for listed company
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
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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
The provisions of the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013 is not applicable to the Company since
a. (a Its paid-up capital is less than Rs.50 lakhs as at the balance sheet date; and
b. Its turnover as per last audited financial statements is not greater than or equal to Rs.2

a
Crores

i
OR

d
a. It is not a subsidiary or holding company of a public company; and
b. Its paid-up capital and reserves and surplus are not more than Rs.1 Crores as at the

e
balance sheet date; and

k
c. Its total borrowings from banks and financial institutions are not more than Rs.1 Crores at
any time during the year; and

i
d. Its turnover for the year is not more than Rs.10 Crores during the year.

k
OR

in
As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,

p
2013, we give in the Annexure “A”, a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:

A
(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;

C
(b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books; (and proper returns adequate for
the purpose of our audit have been received from the branches not visited by us.)
c) (The reports on the accounts of the branch offices of the Company audited under section
143(8) of the Act by branch auditors have been sent to us and have been properly dealt with
by us in preparing this report.)
(d) The balance sheet, the statement of profit and loss, (the Statement of Changes in Equity)
and the cash flow statement dealt with by this report are in agreement with the books of
account;(and with the returns received from the branches not visited by us)
(e) In our opinion, the aforesaid 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) On the basis of the written representations received from the directors as on March 31,
2022 taken on record by the board of directors, none of the directors is disqualified as on
March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;
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(f) Since the Company’s turnover as per last audited financial statements is less than Rs.50
Crores and its borrowings from banks and financial institutions at any time during the year is
less than Rs.25 Crores, the Company is exempted from getting an audit opinion with respect
to the adequacy of the internal financial controls over financial reporting of the company and
the operating effectiveness of such controls vide notification dated June 13, 2017; and
OR
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”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

a
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

i
our information and according to the explanations given to us;

d
a. The Company does not have any pending litigations which would impact its financial
position;

e
OR

k
The Company has disclosed the impact of pending litigations on its financial position in its
financial statements – Refer Note ___ to the financial statements;

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

k
OR

in
The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts; Refer Note XX to the financial statements:

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

A
While there has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company, the related shares could not be

C
transferred due to technical issues. We were informed that the Company is taking necessary
steps in this regard.
OR
Following are the instances of delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company
OR
There were no amounts which are required to be transferred to the Investor Education and
Protection Fund by the Company.
d. (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other person
or entity, including foreign entity (“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
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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
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“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;

i a
(c) Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that

d
the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.

e
e. The final dividend proposed in the previous year, declared and paid by the

k
Company during the year is in accordance with Section 123 of the Companies Act,
2013, as applicable.

i
OR

k
The Board of Directors of the Company have proposed final dividend for the year which
is subject to the approval of the members at the ensuing Annual General Meeting. The

in
amount of dividend proposed is in accordance with section 123 of the Companies Act,
2013, as applicable.

p
OR

The Company has not declared or paid dividend during the year. Hence, the requirement
of commenting on compliance with section 123 of the companies Act, 2013 does not arise

A
For ____________________

C
Chartered Accountants
Firm Registration No._____________

Partner
Membership No. _________
UDIN :
Place: Mumbai
Date: ___, 2022
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Annexure “A” to the Independent Auditor’sReport*

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section
of our Independent Auditor’s report of even date to the members of _____________ Private
Limited (“the Company”) on the Financial Statements for the year ended 31st March 2022.)

i. In respect of the Company’s Property, Plant and Equipment:

(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
Intangible Assets. .(Inserted)

i a
(b) The Property, Plant and Equipment of the Company were physically verified in
full by the management during the year. According to the information and

d
explanations given to us and as examined by us, no material discrepancies
were noticed on such verification.

e
OR

k
The Company has a program of verification to cover all the items of Property,

i
Plant and Equipment in a phased manner over a period of three years, which,
in our opinion, is reasonable having regard to the size of the Company and the

k
nature of its assets.
Pursuant to the program, certain Property, Plant and Equipment were
physically verified by the management during the year. According to the

in
information and explanations given to us, no material discrepancies were
noticed on such verification.

p
OR

The Company has a program of verification to cover all the items of Property,
Plant and Equipment in a phased manner over a period of three years, which,

A
in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. However, no physical verification has been carried on by

C
the management during the year. Accordingly, we were unable to comment on
whether any material discrepancies were noticed on such verification and
whether they are properly dealt with in the financial statements.

(c) According to the information and explanation 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) are held in the
name of the Company

OR

According to the information and explanation 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) are not held in the
name of the Company. Details are given under:
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Description Gross Held in Whether Period held Reason for not

of carrying name of promoter, – indicate being held in
property value director or range, name of
their where company.
relative appropriate (Also indicate
or if under
employee dispute)

OR

a
There are no immovable properties held in the name of the company.

i
Therefore clause 3(i)(c) of this Order is not applicable to the Company.

d
(d) The Company has not revalued any of its Property, Plant and Equipment
(including right-of-use assets) and intangible assets during the year .(Inserted)

e
OR

k
## If there is a Revaluation of Property, Plant and Equipment then, indicate
if valuation is carried out by a Registered Valuer,

i
the amount of change, if change is 10% or more in aggregate of net carrying

k
value of each class of PPE or Intangible Asset

(e) No proceedings have been initiated during the year or are pending against the

in
Company as at March 31, 2022 for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules
made thereunder. .(Inserted)

p
OR

##

A
Details of any proceedings pending/initiated under the Benami Transactions
(Prohibition) Act, 1988 against the company; and its appropriate disclosure in
Financial Statements.

C
OR

The Company do not have any Property, Plant and Equipment as on the date of
Balance Sheet therefore physical verification of Property, Plant and Equipment and the
requirements under paragraph 3(i)(a) to 3(i)(d) of this Order are not applicable to the
Company.

e) No proceedings have been initiated during the year or are pending against the
Company as at March 31, 2022 for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. (a) The inventory has been physically verified by the management during the year.
In our opinion, the frequency of such verification is reasonable. According to the
information and explanations given to us and as examined by us, the
discrepancies noticed on verification between the physical stocks and the book
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records were less than 10% in the aggregate for each class of inventory.
Therefore, requirement of commenting whether discrepancies are properly dealt
in books of accounts is not applicable

OR

The Company does not have any inventory. Hence, Clause 3(ii)(a) of the
aforesaid order are not applicable.

OR

The physical verification of inventory has been conducted at reasonable intervals

a
by Management during the year. According to the information and explanations

i
given to us and in our opinion, the discrepancies noticed on verification between
the physical stocks and the book records were less than 10% in the aggregate

d
for each class of inventory. Therefore, requirement of commenting whether
discrepancies are properly dealt in books of accounts is not applicable

e
OR

k
The physical verification of inventory has been conducted at reasonable intervals
by Management during the year. According to the information and explanations

i
given to us and in our opinion, the discrepancies noticed on verification between
the physical stocks and the book records were more than 10% in the aggregate

k
for each class of inventory. All discrepancies are properly dealt in books of
accounts by the management.

in
OR

p
The Company is in the business of real estate development. The inventory
consists of unsold units of the completed phase, units under construction and
building materials. Which have been physically verified by the management at
reasonable intervals. In respect of units under construction the verification is

A
based on the stage of completion. Based on the information and explanation
provided to us and in our opinion, the coverage and procedure of such verification
by the management is appropriate. The discrepancies noticed on verification

C
between the physical stocks and the physical stocks and the book records were
less than 10% in the aggregate for each class of inventory. Therefore,
requirement of commenting whether discrepancies are properly dealt in books of
accounts is not applicable.

(b) The Company has not been sanctioned working capital limits in excess of Rs.
5 crore, in aggregate, at any point of time during the year, from banks or
financial institutions on the basis of security of current assets and hence
reporting under Clause 3(ii)(b) of the Order is not applicable. .(Inserted)

OR

The Company has been sanctioned working capital limits in excess of Rs. 5
crore, in aggregate, at any point of time during the year, from banks or financial
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institutions on the basis of security of current assets and quarterly returns filed
with banks or financial institutions are in conformity with books

OR

The Company has been sanctioned working capital limits in excess of Rs. 5
crore, in aggregate, at any point of time during the year, from banks or financial
institutions on the basis of security of current assets and quarterly returns filed
with banks or financial institutions are not in conformity with books. Details are
given under:

i a
iii. According to information and explanation given to us, the company has not made
investments in, provided any guarantee or security or granted any loan, secured or

d
unsecured to companies, firms, limited liability partnerships or other parties covered in
the register required under section 189 of the Companies Act, 2013. Accordingly,

e
paragraph 3 (iii) of the order is not applicable and hence not commented upon.

k
OR

i
According to information and explanation given to us, the company has has not made
investments in, provided any guarantee or security or granted unsecured to ________

k
companies, firms, limited liability partnerships or other parties covered in the register
required under section 189 of the Companies Act, 2013.

in
In our opinion, the rate of interest and other terms and conditions of such loans are not
prima facie prejudicial to the interest of the company.
In respect of the aforesaid loans, the parties are repaying the principal amounts as
stipulated and are also regular in payment of interest, where applicable.

p
In respect of the aforesaid loans, in the cases where the overdue amount is more than
ninety days, in our opinion, reasonable steps have been taken by the company for the
recovery of the principal amounts and interest, where applicable.

A
OR

C
## Clause 3(iii)(a)(A): – Disclosure of the aggregate amount and Outstanding Balance in
respect of such Guarantee, Security or Loans & Advances to subsidiaries, Joint Venture
and Associates.(Modified)
Clause 3(iii)(a)(B): – Disclosure of the aggregate amount and Outstanding Balance in
respect of such Guarantee, Security or Loans & Advances to parties other than
subsidiaries, Joint Venture and Associates. (Modified)
Clause 3(iii)(b) :- During the year, the term and conditions of the grant of all loand and
guarantees to companies, firms, Limited Liability Partnerships are not prejudicial to the
Company’s interest.
Clause 3(iii)(c) :- The Company has granted loans during the year to companies, firms,
Limited Liability Partnerships and other entities where the schedule of repayment of
principal and payment of interest has not been stipulated and the repayment or receipts
are repayable on demand to the Company.
Clause 3(iii)(d) :- There are no amounts of loans and advances in the nature of loans
granted to companies, firms, Limited Liability Partnerships which are overdue for more
than 90 days.
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Clause (iii)(e): – There are no loans granted to companies, firms, Limited Liability
Partnerships which had fallen due during the year.
(Note - In case existing loans falling due during the year have been extended, renewed,
replaced with fresh loans, specify the aggregate amount and percentage of such
loans.)(Inserted)
Clause 3(iii)(f): – In case of loans or advances repayable on demand, without any terms
or period of payment, specify the amount of such loans given to the promoters & related
parties.(Inserted)
Note :- Loan given but squared-up should not be missed out.

i a
iv. In our opinion and according to information and explanation given to us, the company
has not granted any loans or provided any guarantees or given any security or made

d
any investments to which the provision of section 185 and 186 of the Companies Act,
2013. Accordingly, paragraph 3 (iv) of the order is not applicable to the company.

e
OR

k
In our opinion and according to information and explanation given to us, in respect of
loans, investments, guarantees and security, the Company has complied with the

i
provisions of sections 185 and section 186 of the Companies Act, 2013.

k
in
v. In our opinion and according to the information and explanations given to us, the
company has not accepted any deposits or amounts which are deemed to be deposits
and accordingly paragraph 3 (v) of the order is not applicable. Therefore, the question

p
of reporting compliance with the directives of 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 does not arise.
According to the information and explanations given to us, no order has been passed

A
by the Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any Court or any other Tribunal on the company in respect of the aforesaid
deposits.

C
OR

In our opinion and according to the information and explanations given to us, the
company has complied with the directives of 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.
According to the information and explanations given to us, 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 on the company in respect of the aforesaid
deposits.

vi. To the best of our knowledge and as explained, the Central Government of India has
not prescribed the maintenance of cost records under sub-section (1) of section 148 of
the Act for any of the activities / products / services of the company and accordingly
paragraph 3 (vi) of the order is not applicable to the company
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OR

We have broadly reviewed the books of account maintained by the Company pursuant
to the rules made by the Central Government for the maintenance of cost records under
section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. However, we have not carried out a
detailed examination of the same with a view to determine whether they are accurate
or complete.

vii. In respect of statutory dues:

i a
(a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, amounts deducted/ accrued

d
in the books of account in respect of undisputed statutory dues including
provident fund, employees’ state insurance, income-tax, sales- tax, service tax,

e
goods and service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues have been generally regularly deposited

k
during the year by the company with the appropriate authorities and there are
no undisputed as referred as at March 31, 2022 for a period of more than six
months from the date they became payable

i
OR

k
According to the information and explanations given to us, no undisputed

in
amounts payable in respect of provident fund, employees’ state insurance,
income-tax, sales- tax, service tax, goods and service tax, duty of customs,
duty of excise, value added tax, cess and other material statutory dues were

p
in arrears as at March 31, 2022 for a period of more than six months from the
date they became payable, except as per details below:

Name of Nature of Period to Amount Due date Date of

A
the dues which the due payment
statute amount
relates

(b)

C According to the information and explanations given to us and the records of

the company examined by us, in our opinion, the company is regular in
depositing undisputed statutory dues including provident fund, employees’
state insurance, income-tax, sales-tax, service tax, duty of customs, value
added tax, cess and other material statutory dues have generally been
regularly deposited with the appropriate authorities and there are no dues of
income-tax, sales- tax, service tax, goods and service tax, duty of customs,
duty of excise and value added tax which have not been deposited as on March
31, 2022 on account of any dispute.

OR

According to the information and explanations given to us and the records of

the company examined by us, in our opinion, the company is regular in
depositing undisputed statutory dues including provident fund, employees’
state insurance, income-tax, sales-tax, service tax, duty of customs, value
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added tax, cess and other material statutory dues have generally been
regularly deposited with the appropriate authorities and there are following
amount dues of income-tax, sales- tax, service tax, goods and service tax,
duty of customs, duty of excise and value added tax which have not been
deposited on account of any dispute.

Statute Nature of Amount Period to Forum

dues (Rs.in lakhs) which the where the
amount dispute is
relates pending

a
viii According to the information and explanations given to us and on the basis of our

i
examination of the records of the Company, there were no transactions relating to
previously unrecorded income that have been surrendered or disclosed as income

d
during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961)
.(Inserted)

ix.

ke
In our opinion and according to the information and explanations given to us, the
company has no outstanding dues or defaulted in repayment of loans or borrowings to

i
any financial institutions or banks or any government or any debenture holders during
the year. Accordingly, paragraph 3 (ix)(b), 3(ix)(c) and 3(ix)(d) of the order is not

k
applicable to the company.
The Company does not have any subsidiaries, joint ventures or associate companies.

in
Accordingly, paragraph 3 (ix)(e) and 3(ix)(f) of the order is not applicable to the
company.

p
OR

According to the information and explanation given to us and records examined by us,
the Company has defaulted in repayment of dues to banks financial institutions and

A
government as detailed in Appendix – I to this report. The Company does not have any
dues to debenture holders during the year.
The Company does not have any subsidiaries, joint ventures or associate companies.

C
Accordingly, paragraph 3 (ix)(e) and 3(ix)(f) of the order is not applicable to the
company.

OR

(a) Based on our audit procedures and as per the information and explanations given
by the management, we are of the opinion that the company has not defaulted in
repayment of loans / dues to a financial institution/ debenture holder or in payment
of interest thereon to any lender.
(b) According to the information and explanations given to us and on the basis of our
audit procedure, we report that the company has not been declared wilful defaulter
by any bank or financial institution or government or any other lender
OR
According to the information and explanations given to us and on the basis of our
audit procedures, we report that the company has been declared willful defaulter
by XXX on (date)
(In case of default, lender-wise detail to be provided) (Inserted)
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(c) In our opinion and according to the information and explanations given to us, the
company has utilized the money obtained by way of term loans during the year for
the purposes for which they were obtained. .(Inserted)
(d) According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of
the company, we report that the company has not raised funds on a short-term
basis. Accordingly, paragraph 3(xi)(d) of the order is not applicable.
Or
According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of
the company, we report that funds raised on short term basis have not been utilised
for long term purposes by the company

a
OR

i
According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of the

d
company, we report that the company has used funds raised on short-term basis
aggregating to Rs. X crores for long-term purposes. (Inserted)

e
(e) The company has not procured funds to meet the obligations of subsidiaries, joint
ventures and associates .(Inserted)

k
(f) The company has not raised loans on the pledge of securities held in subsidiaries,
joint ventures and associates during the year. Also the company has not defaulted

i
in repayment of such loan. (Inserted)

k
in
x. (a) According to the information and explanations given to us and based on our
examination of the records of the company, the company has not raised moneys
by way of initial public offer or further public offer (including debt instruments)

p
during the year. Accordingly, paragraph 3(x)(b) of the order is not applicable.

OR

A
According to the information and explanations given to us and based on our
examination of the records of the company, the company has raised moneys by
way of initial public offer or further public offer (including debt instruments) during

C
the year and.were applied for the purposes for which those are raised.

b) 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 or partly or optionally
convertible debentures during the year. Accordingly, paragraph 3(x)(b) of the order
is not applicable.
Or
According to the information and explanations given to us and based on our
examination of the records of the company, the company has made preferential
allotment or private placement of shares or fully or partly or optionally convertible
debentures during the year in compliance with requirement of section 42 and
section 62 of the companies Act, 2013. Also the funds raised have been used for
the purposes for which the funds were raised.
Note: Sec 42 – private placement, Sec 62 – Right issue
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xi. (a) During the course of our examination of the books of account and records of the
company, carried out in accordance with generally accepted auditing practices in
India and according to information and explanation given to us, we have neither
noticed nor have been informed by the management, any incidence of fraud by the
company or on the company.
(b) In view of our comments in clause (a) above, no report in under subsection (12) of
section 143 of the Act was required to be filed in form ADT-4 as prescribed under
Rule 13 of Companies (Audit and Auditors) Rule, 2014 with the Central
Government, during the year and upto the date of this report.
(c) As represented to us by the management, there has been no whistle blower
complaints received by the company during the year.

xii.

i a
The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order

d
is not applicable to the Company.
OR

e
If Company is Nidhi Company:

k
(a) whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio
of 1: 20 to meet out the liability;
(b) whether the Nidhi Company is maintaining ten per cent. unencumbered term deposits as

i
specified in the Nidhi Rules, 2014 to meet out the liability;
(c) whether there has been any default in payment of interest on deposits or repayment thereof

k
for any period and if so, the details thereof;

in
xiii. According to the information and explanations given to us by the management and

p
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, the
details of such transactions have been disclosed in the financial statements as required
by the applicable accounting standards.

xiv

C A
According to the information and explanations given to us by the management and
based on our examination of the records of the company, provision of section 138 of
the Act with regards to formal internal audit system are not applicable to the Company.
Accordingly, the provisions of clause 3 (xiv)(a) and 3(xiv)(b) of the order are not
applicable to the company.
OR
(a) According to the information and explanations given to us by the management and
based on our examination of the records of the company, the company has an internal
audit system commensurate with the size and nature of its business;
(b) The reports of the Internal Auditors for the period under audit were considered by
the statutory auditor; .(Inserted)
Note :
i) mandatory application for the listed companies
ii) in case of private limited companies , if
the turnover is greater than rupees two hundred crores during the
previous financial year or
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outstanding loans/ borrowings from banks/public financial institutions is

greater or equal to one hundred crore rupees at any time during the
Previous financial year.
iii) in case of unlisted public limited companies, If
the paid up share capital is greater than rupees fifty crores during the
previous financial year or (50)
the turnover is greater than rupees two hundred crores during previous
financial year or (200)
outstanding loans/ borrowings from banks/public financial institutions is
greater or equal to one hundred crore rupees at any time during the
previous financial year or (100)
outstanding deposits is greater or equal to twenty five crore rupees at

a
any time during the previous financial year. (25)

xv

di
According to the information and explanations given to us and based on our

e
examination of the records of the company, the company has not entered into non-
cash transactions with directors or persons connected with them as referred to in

k
section 192 of the Act. Accordingly, paragraph 3(xv) of the order is not applicable.

k i
xvi According to the information and explanations given to us by the management and
based on our examination of the records of the company, the company is not required
to be registered under section 45-IA of the Reserve Bank of India Act 1934.

in
Accordingly, the provisions of clause 3(xvi)(a), 3(xvi)(b) and 3(xvi)(c) of the order are
not applicable to the company.
According to the information and explanations given to us by the management and

p
based on our examination of the records of the company, there is no core investment
within the Group (as defined in the Core Investment Companies (Reserve Bank)
Directions, 2016) and accordingly , the provisions of clause 3(xvi)(d) of the order are
not applicable to the company.

A
(a) whether the company is required to be registered under section 45-IA of the Reserve Bank
of India Act, 1934 (2 of 1934) and if so, whether the registration has been obtained;

C
10 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(ii)]
(b) whether the company has conducted any Non-Banking Financial or Housing Finance
activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as
per the Reserve Bank of India Act, 1934;
(c) whether the company is a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India, if so, whether it continues to fulfil the criteria of a CIC, and
in case the company is an exempted or unregistered CIC, whether it continues to fulfil such
criteria;
(d) whether the Group has more than one CIC as part of the Group, if yes, indicate the number
of CICs which are part of the Group;

xvii The company has not incurred cash losses in the financial year covered by the audit
and in the immediately preceding financial year.
OR
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The company has incurred cash losses of Rs._______________ in the financial year
covered by the audit and in the immediately preceding financial year. (Inserted)
Note: Cash loss = Net Profit/Loss after tax + Non Cash items such as – Depreciation,
amortization, impairment provision, deferred tax income/expenses, Foreign Exchange
Gain Tax, Fair Value changes

xviii There has been no resignation of the statutory auditors during the year.
OR
There has been resignation of the statutory auditors during the year, and the auditor
has taken into consideration the issues, objections or concerns raised by the outgoing

a
auditors; .(Inserted)

xix

di
In our opinion and on the basis of the financial ratios, ageing and expected dates of

e
realisation of financial assets and payment of financial liabilities, other information
accompanying the financial statements, the auditor’s knowledge of the Board of

k
Directors and management plans, and based on our examinations of the evidence
supporting the assumption, nothing das come to our attention, which causes us to
believe that any material uncertainty exist as on the date of audit report indicating that

i
the company is not capable of meeting its liabilities existing as at the date of balance
sheet as and when they fall due within a period of one year from the balance sheet.

k
We however, state that this is not an assurance as to future viability of the company.
We further state that our reporting is based on the facts upto the date of the audit report

in
and we neither give any guarantee nor any assurance that all liabilities falling sue within
a period of one year from the balance sheet date, will get discharged by the company
as and when they fall due.(Inserted)

xx

p
a) According to the information and explanations given to us and based on our

A
examination of the records of the company, there are no unspent amounts
towards Corporate Social Responsibility (CSR) on other than ongoing

C
projects requiring a transfer to a Fund specified in Schedule VII of the
Companies Act within a period of six months of the expiry of the financial
year in compliance with second proviso to sub-section (5) of section 135 of
the said Act. Accordingly, paragraph 3(xx)(a) of the order is not applicable.
b) According to the information and explanations given to us and based on our
examination of the records of the company, there are no ongoing projects
and hence no amount is required to be transferred to special account in
compliance with provisions to sub-section (6) of section 135 of the said Act.
Accordingly, paragraph 3(xx)(b) of the order is not applicable.
(Inserted)

OR

According to the information and explanation given to us and on the basis of

examination of records, the company is not required to spend any money in Corporate
Social Responsibility (CSR) in compliance with Section 135 of the said Act.
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Accordingly, reporting under Clause 3(xx)(a) and (b) of the Order is not applicable to
the Company.

xxi Whether there have been any qualifications or adverse remarks by the respective
auditors in the Companies (Auditor's Report) Order (CARO) reports of the companies
included in the Consolidated financial statements, if yes, indicate the details of the
companies and the paragraph numbers of the CARO report containing the
qualifications or adverse remarks.

a
For ____________________

i
Chartered Accountants

d
Firm Registration No._____________
Partner

e
Membership No. _________
UDIN :

k
Place: Mumbai

i
Date: ___, 2022

k
in
Appendix – I
Details of default in payment of dues to banks, financial institutions and government

p
Name of the bank/ Nature of default Amount of Period of Present
Financial Institution default default status

Total

C A
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Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 2 (f) under ‘Report on other legal and regulatory requirements’
section of our report to the Members of ________________ Private Limited of even date)
Report on the internal financial controls over financial reporting 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 _________________
Private Limited (“the Company”) as at March 31, 2022, in conjunction with our audit of the
financial statements of the Company for the year ended on that date.
Management’s responsibility for internal financial controls
The board of directors of the Company is responsible for establishing and maintaining internal

a
financial controls based on the internal control over financial reporting criteria established by

i
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

d
of Chartered Accountants of India. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for

e
ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the

k
accounting records, and the timely preparation of reliable financial information, as required
under the Companies Act, 2013.

i
Auditors’ responsibility

k
Our responsibility is to express an opinion on the internal financial controls over financial
reporting of the Company based on our audit. We conducted our audit in accordance with the

in
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance
Note”) issued by the Institute of Chartered Accountants of India and the standards on auditing
prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an

p
audit of internal financial controls. Those standards and the guidance note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting were
established and maintained and if such controls operated effectively in all material respects.

A
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

C
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
auditor’s judgement, including the assessment of the risks of material misstatement in 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 Company’s internal financial control system over financial
reporting.
Meaning of internal financial controls over financial reporting
A company’s 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 company’s internal financial control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit
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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 authorisations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial
statements.
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 of 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

a
to the risk that the internal financial control over financial reporting may become inadequate

i
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

d
Opinion
In our opinion and according to the information and explanations given to us, the Company

e
has, in all material respects, an adequate internal financial control system over financial
reporting and such internal financial controls over financial reporting were operating effectively

k
as at March 31, 2022, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the

i
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

k
For ____________________

in
Chartered Accountants
Firm Registration No._____________

p
Partner
Membership No. _________
UDIN :

A
Place: Mumbai
Date: ___, 2022