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Omaxe Ltd.

BSE: 532880 Sector: Infrastructure
NSE: OMAXE ISIN Code: INE800H01010
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VOLUME 9275
52-Week high 114.75
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Mkt Cap.(Rs cr) 1,491
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OPEN 82.85
CLOSE 83.45
VOLUME 9275
52-Week high 114.75
52-Week low 67.00
P/E
Mkt Cap.(Rs cr) 1,491
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Omaxe Ltd. (OMAXE) - Auditors Report

Company auditors report

To The Members of Omaxe Limited

Report on the standalone Financial statements

Opinion

We have audited the accompanying standalone financial statements ofOmaxe Limited ("the Company") which comprise the Balance Sheet as at 31st March2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of changes in Equity and the Statement of Cash Flows for the year then endedand Notes to Standalone Financial Statement including a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with Indian Accounting Standardsprescribed under section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended and accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2022 its loss (including othercomprehensive income/loss) changes in equity and its cash flows for the year then ended.

Basis for Opinion:

We conducted our audit of the standalone financial statements inaccordance 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'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the

Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the independence requirements thatare relevant to our audit of the standalone financial statements under the provisions ofthe Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to note 40 of the Financial Statements

During the year ended 31st March 2022 the Company wassubjected to search under section 132 of the Income tax Act 1961. Subsequent proceedingsbefore investigation wing are under way. Tax liability if any arising out of suchproceedings shall be accounted in the financial year in which such demand is crystalized.

Our Opinion on the financial statement is not modified in respect ofabove matter.

Key Audit Matters

Key audit matters ("KAM") are those matters that in ourprofessional judgement were of the most significance in our audit of the standalonefinancial statements of the current period. These matters were addressed in the context ofour audit of the standalone financial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. In addition to ouremphasis of matters we have determined the matters described below to be the key auditmatters to be communicated in our report.

Description of Key Audit Matters

Sr. No. Key Audit Matters How that matter was addressed in our audit report
1 Revenue Recoanition Our audit procedure on revenue recognition from real estate projects included:
The Company applies ind AS 115 "Revenue from contracts with customers" for recognition of revenue from real estate projects which is being recognised at a point in time upon the Company satisfying its performance obligations and the customer obtaining control of the underlying asset. Selecting sample to identify contracts with customers identifying separate performance obligation in the contracts determination of transaction price and allocating the transaction price to separate performance obligation.
Considering application of ind AS 115 involves certain key judgment's relating to identification of contracts with customer identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period. On selected samples we tested that the revenue recognition is in accordance with accounting standards by
Additionally ind AS 115 contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. i) Reading analyzing and identifying the distinct performance obligations in real estate projects.
Refer Note 27 to the standalone financial statements ii) Comparing distinct performance obligations with that identified and recorded.
iii) Reading terms of agreement to determine transaction price including variable consideration to verify transaction price used to recognize revenue.
iv) Performing analytical procedures to verify reasonableness of revenue accounted by the Company.
2 Pendina Income Tax Cases
The Company has various pending income tax cases involving tax demands which involves significant judgment to determine possible outcome of these cases. We obtained details of all pending income tax matters involving tax demands on the Company and discussed with the Company's in house tax team regarding sustainability of Company's claim before various income tax/ appellate authorities on matters under litigation. The in-house tax team of the company relied upon past legal and other rulings; submissions made by them during various hearings held; which was taken in consideration by us to evaluate management position on these tax demands.
Refer Notes 37 39 and 40 to the standalone financial statements
3 Liability for Non-performance of real estate aareements/ civil lawsuits aaainst the Company We obtained details/ list of pending civil cases and reviewed on sample basis real estate agreements to ascertain damages on account of non-performance of those agreements and discussed with the legal team of the Company to evaluate management position.
The Company may be liable to pay damages/ interest for specific non- performance of certain real estate agreements civil cases preferred against the Company for specific performance of the land agreement the liability on account of these if any has not been estimated and disclosed as contingent liability.
Refer Note 37 to the standalone financial statements
Sr. No. Key Audit Matters How that matter was addressed in our audit report
4 Inventories
The company's inventories comprise mainly of projects under construction/development (projects-in-progress) completed real estate projects and land. Our audit procedures to assess the net realizable value (NRV) of the inventories include the following:
The inventories are carried at lower of cost and net realizable value (NRV). NRV of completed property is assessed by reference to market price existing at the reporting date and based on comparable transactions made by the company and/or identified by the company for properties in same geographical area. NRV of properties under construction is assessed with reference to market value of completed property as at the reporting date less estimated cost to complete. We had discussions with Management to understand Management's process and methodology to estimate NRV including key assumptions used and we also verified project wise un-sold area and recent sale prices and estimated cost of construction to complete projects.
The carrying value of inventories is significant part of the total assets of the company and involves significant estimates and judgments in assessment of NRV. Accordingly it has been considered as key audit matter.
5 Recoanition and measurement of Deferred Tax Assets
Under Ind AS the company is required to reassess recognition of deferred tax asset at each reporting date. The company has deferred tax assets in respect of brought forward losses and other temporary differences as set out in Note no 6 and 35 to the standalone financial statements. Our Audit procedures include: i) Obtained an understanding of the process and tested the control over recording of deferred tax and review of deferred tax at each reporting date
The company's deferred tax assets in respect of brought forward business losses are based on the projected profitability. This is determined on the basis of significant management judgement and estimation given that is based on assumptions such as the likely timing and level of future taxable profits which are affected by expected future market and economic conditions. ii) Evaluated management assumptions used to determine the probability that deferred tax assets recognised in the balance sheet will be recovered through taxable income in future years by handing over of major real estate projects.
We have identified recognition of deferred tax assets as key audit matter because of the related complexity and subjectivity of the assessment process. iii) Tested the computations of amount and tax rate used for recognition of deferred tax assets.
iv) We have also focused on the adequacy of company's disclosure on deferred tax.
6 Related Party Transactions
The company has undertaken transactions with its related parties in the ordinary course of business at arm's length. These include making new or additional investments in its subsidiaries project management services lending loans or advances to related parties sales or purchases of fixed assets or building material to and from related parties etc. as disclosed in note 50 to the standalone financial statements. Our procedures included:
We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon during the year ended 31st March 2022. i) Obtained and read the Company's policies and procedures in respect of identifying related parties obtaining approval recording and disclosure of related party transactions.
ii) Read minutes of shareholder meetings board meetings and minutes of meetings of those charged
assessment of related party transactions being in the ordinary course of business at arm's length.
iii) Tested related party transactions with the underlying contracts confirmation letters and other supporting documents.
iv) Agreed the related party information disclosed in the financial statements with the underlying supporting documents on a sample basis.

Other Information

The Company's Management and Board of Directors are responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board's Report including Annexures toBoard's Report Business Responsibility Report Corporate Governance and Shareholder'sInformation but does not include the standalone financial statements and our auditor'sreport thereon. The other information is expected to be made available to us after thedate of audit report.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Standalone Financial Results

The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance total comprehensive income changes in equity and cash flows of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company'sfinancial reporting process.

Auditor?s Responsibilities for the Audit of the standaloneFinancial Results

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

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

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of section 143(11) of the Act as stated in the ‘Other Matter' paragraph we give in the"Annexure I" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. As required by Section 143(3) of the Act based on our audit wereport that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet the Statement of Profit and Loss (including othercomprehensive income/loss) the Statement of Cash Flow and the Statement of Changes inEquity dealt with by this report are in agreement with the relevant books of account.

d. In our opinion the aforesaid standalone financial statements complywith the Indian Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors noneof the directors is disqualified as on 31st March 2022 from being appointed as a directorin terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure- II". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g. With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid to all the other directors is within thelimits approved however remuneration paid to the Chairman and Whole Time Director in viewof losses is either to be recovered or waived off by the shareholders.

h. With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements- Refer note 37 to the standalonefinancial statements.

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.

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

iv. (a) The Management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any person(s) or entity(ies)including foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances performed by us nothing has come to our notice thathas caused us to believe that the representations under sub-clause (a) and (b) contain anymaterial misstatement.

v. The company has not declared and paid any dividend during the year.

Annexure I - Referred to in paragraph 1 under the heading "Reporton other Legal and Regulatory Requirements? section of our report to the members ofOmaxe Limited of even date

I. (a) (A) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company is maintaining proper records showing full particularsof Intangible Assets.

(b) The Property Plant and Equipment of the Company have beenphysically verified by the Management at the reasonable intervals which in our opinionis considered reasonable having regard to the size of the company and the nature of itsassets.

(c) In our opinion and according to information and explanations givento us and on the basis of our examination of the records of the Company out of the totalcarrying amount of Rs 450.90 crores of immovable properties the title deeds of Rs 398.82crores are not held in the name of the Company (As disclosed in note 51.1 to the financialstatements).

(d) The Company has not revalued its Property Plant and Equipment orintangible assets or both during the year. Consequently the question of our commenting onwhether the revaluation is based on the valuation by a registered valuer or specifyingthe amount of change if the change is 10% or more in the aggregate of the net carryingvalue of each class of Property Plant and Equipment or intangible assets does not arise.

(e) Based on the information and explanations furnished to us Companyhas received notices under section 21 of Benami transactions (Prohibition) Act 1988calling for such information which the Company has appropriately responded. However noproceedings have been initiated or are pending against the Company for holding benamiproperty under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and Rules madethere under (As disclosed in note 51.2 to the financial statements).

II (a) The inventory includes land completed real estate projectsprojects in progress construction material development and other rights in identifiedland. Physical verification of inventory has been conducted at reasonable intervals by themanagement and discrepancies noticed which were not material in nature have been properlydealt with in the books of accounts.

(b) As disclosed in note 22.2 to the financial statements the Companyhas been sanctioned working capital limits in excess of Rs 5 crores in aggregate frombanks on the basis of security of current assets of the Company. The quarterly returns orstatements filed by the Company with such banks are in agreement with the books ofaccounts of the Company.

III. (a) During the year the Company has made investments and providedloans advances in the nature of loans stood guarantees to companies limited liabilitypartnerships associates or any other parties as follows:

(Rs crore)

Particulars Investment made Guarantees Loans Advances in the nature of loans
Aaareaate amount aranted/ provided
during the year 0.18 34.23 150.91 345.51
- Subsidiaries - - - -
- Joint ventures 0.00 - - -
- Associates - - 7.33 21.94
- Others
Balance outstanding as at balance sheet
date in respect of above cases 283.87 547.99# 712.48 791.61
Subsidiaries - - - -
- Joint ventures 0.01 - - -
- Associates 11.19 - 6.58 131.07
- Others

# Amount outstanding in respect of Bank Guarantees and Corporateguarantees given on account of loan availed by subsidiary companies.

(b) During the year the investments made guarantees provided theterms and conditions of the grant of all loans/ advances in the nature of loans andguarantees provided to companies limited liability partnerships associates or any otherparties are not prejudicial to Company's interest.

(c) In respect of the loans/advances in the nature of loans theschedule of repayment of principal has not been stipulated as all are repayable on demand.Hence we are unable to make a specific comment on the regularity of repayment ofprincipal and payment of interest.

(d) In respect of the loans/advances in the nature of loans theschedule of repayment of principal has not been stipulated as all are repayable on demand.Hence we are unable to comment on the amount which are overdue for more than ninety days.

(e) There were no loans/ advances in nature of loans which were grantedto same parties and which fell due during the year and were renewed /extended. Furtherno fresh loans were granted to any party to settle the overdue loans /advances in natureof loan.

(f) The Company has granted loans/ advances in the nature of loans tocompanies limited liability partnerships associates or any other parties as follows. Ofthese following are the details of aggregate amount of loans/ advances in the nature ofloans granted to promoters/ related parties as defined in clause (76) of section 2 of theCompanies Act 2013

(Rs crore)

Particulars All Parties Promoters Related Parties
Aaareaate amount of loans/advances in nature of loan
-Repayable on demand 1641.74 - 1508.53
-Without specifying terms of repayment - - -
Percentages of loans/advances in nature of loans to the total loans - 91.89%

IV In our opinion and according to information and explanations givento us the Company has complied with provisions of Section 185 and 186 of the Act inrespect of loans and investments made guarantees and security provided by it.

V. In our opinion and according to the information and explanationsgiven to us the Company has accepted deposits in respect of which directives issued bythe Reserve Bank of India and the provisions of Section 73 to 76 or any other relevantprovisions of the Act and rules framed there under to the extent applicable have beencomplied with.

VI. We have broadly reviewed the books of accounts maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of CostRecords under section 148 of the Act and are of opinion that prima facie the prescribedaccounts and records have been made and maintained however we have not made the detailedexamination of such cost records.

VII. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company provident fund employees'state insurance income tax duty of customs goods and services tax (GST) and otherapplicable material undisputed statutory dues have not been deposited regularly during theyear. There are no arrears of outstanding statutory dues as at the last day of thefinancial year concerned for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us thereare no dues of income tax duty of customs value added tax GST or other applicablematerial statutory dues which have not been deposited as on 31st March 2022 on account ofany dispute except the followings: -

Name of Statutes Nature of Dues Financial Year to which the matter pertains Forum where dispute is pending Amount Outstanding (Rs. crore)
Income Tax Act 1961 Income Tax 2013-14 & 2015-16 Commissioner of Income Tax(A) New Delhi 4.98
Income Tax Act 1961 Income Tax 2016-17 Commissioner of Income Tax(A) New Delhi 12.12
Income Tax Act 1961 tds 2013-14 Commissioner of Income Tax(A) New Delhi 0.73
Income Tax Act 1961 tds 2014-15 High Court 0.76
Delhi VAT ACT 2005 Sales Tax 2005-06 & 2006-07 Joint/ Deputy Commissioner of Trade & Taxes Delhi 11.14
Haryana VAT 2003 Sales Tax 2014-15 Chandigarh High Court 21.81
Rajasthan VAT Act 2003 Sales Tax 2007-08 2008-09 201011 & 2013-14 Assistant Commissioner Tax Officer Bhiwadi 0.06
Finance Act 1994 Service Tax 2010-11 to 2012-13 Commissioner (Appeals) 1.81
Finance Act 1994 Service Tax July 2012 to March 2016 Commissioner (Appeals) 6.76

VIII. According to the information and explanations given to us and therecords of the Company examined by us the Company has not surrendered or disclosed anytransaction previously unrecorded in the books of account in the tax assessments underthe Income Tax Act 1961 as income during the year. Accordingly the requirement toreport on clause

3(viii) of the Order is not applicable to the Company.

IX. (a) According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in repayment ofloans or other borrowings or in the payment of interest to any lender as at the balancesheet date.

(b) According to the information and explanations given to us and onthe basis of our audit procedures we report that the Company has not been declaredwillful defaulter by any bank or financial institution.

(c) In our opinion and according to the information and explanationsgiven to us the term loans have been applied for the purpose for which they wereobtained.

(d) According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the financial statements ofthe company we report that no funds raised on short term basis have been used forlong-term purposes by the company.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.

(f) According to the information and explanations given to us and theprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies.

X. (a) The Company has not raised any money during the year by way ofinitial public offer or further public offer (including debt instruments) during the year.Hence the requirement to report on clause 3(x)(a) of the Order is not applicable to theCompany.

(b) The Company has not made any preferential allotment or privateplacement of shares or fully or partially or optionally convertible debentures during theyear. Hence the requirement to report on clause 3(x)(b) of the Order is not applicable tothe Company.

XI. (a) During the course of our examination of the books and recordsof the Company carried out in accordance with the generally accepted auditing practicesin India and according to the information and explanations given to us we have neithercome across any instance of material fraud by the Company or on the Company noticed orreported during the year nor have been informed of any such case by the Management.

(b) During the year no report under section 143(12) of the CompaniesAct2013 has been filed by cost auditor secretarial auditor or by us in form ADT- 4 asprescribed under Rule 13 of the Companies (Audit and Auditors Rules2014 with the CentralGovernment.

(c) As represented to us by the Management there are no whistle-blowercomplaints received by the Company during the year.

XII. The Company is not a Nidhi Company as per the provisions of theCompanies Act 2013. Therefore the requirement to report on clauses 3(xii) (a)(b) and(c) of the Order is not applicable to the Company.

XIII. According to the information and explanations given to us alltransactions with the related parties are in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe standalone financial statements as required by the applicable accounting standards.

XIV. (a) The Company has an internal audit system commensurate with thesize and nature of its business.

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

XV. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered non-cashtransactions with directors or persons connected with its directors. Hence requirement toreport on clause 3(xv) of the Order is not applicable to the Company.

XVI. (a) The provisions of section 45-IA of the Reserve Bank of IndiaAct 1934 (2 of 1934) are not applicable to the Company. Accordingly reporting underclause 3(xvi) (a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or HousingFinance activities during the year. Accordingly reporting under clause 3(xvi)(b) of theOrder is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly reporting under clause3(xvi)(c) of the Order is not applicable to the Company.

(d) The Group do not have more than one Core Investment Company as apart of the Group.

XVII. The Company has incurred cash losses of Rs 49.22 crore in thefinancial year and in the immediately preceding financial year incurred cash losses of Rs222.82 crore.

XVIII. There has been no resignation of statutory auditors during theyear and accordingly requirement to report on clause 3(xviii) of the Order is notapplicable to the Company.

XIX. On the basis of the financial ratios disclosed in note 51.4 to thefinancial statements aging and expected dates of realization of financial assets andpayment of financial liabilities other information accompanying the financial statementsour knowledge of the Board of Directors and management plans and based on our examinationof the evidence supporting the assumptions nothing has come to our attention whichcauses us to believe that any material uncertainty exists as on the date of the auditreport that Company is not capable of meeting its liabilities existing at the date of thebalance sheet as and when they fall due within a period of one year from the balance sheetdate. We however state that this is not an assurance as to the future visibility of theCompany. We further state that our reporting is based on the facts upto the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the company as and when they fall due.

XX. (a) There are no unspent amounts towards Corporate

Social Responsibility (CSR) on other than ongoing projects requiring atransfer to a Fund specified in Schedule VII to the Act in compliance with second provisoto sub-section (5) of section 135 of the Act. Accordingly reporting under clause 3(xx)(a)of the order is not applicable to the Company.

(b) There are no ongoing project requiring transfer of unspentCorporate Social Responsibility (CSR) amount as at the end of the previous financial yearto special account hence reporting under clause 3(xx) (b) of the order is not applicableto the Company.

Annexure II - Referred to in paragraph 2(f) under the heading"Report on Other Legal and Regulatory Requirements" section of our report to theMembers of Omaxe Limited of even date

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

We have audited the internal financial controls over financialreporting of Omaxe Limited (?the Company") as at 31s* March 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management?s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A Company's internal financialcontrol over financial reporting includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany;

(b) Provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorizations of management and directorsof the company; and

(c) Provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the standalone financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued byICAI.

For BSD & Co
Chartered Accountants
Firm Registration No: 000312S
Sd/-
sujata sharma
(Partner)
Membership No: 087919
UDIN: 22087919ALVsJs1055
Place: New Delhi
Date:30th May 2022

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