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Shristi Infrastructure Development Corporation Ltd.

BSE: 511411 Sector: Infrastructure
NSE: PEERABASAN ISIN Code: INE472C01027
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OPEN 25.00
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VOLUME 942
52-Week high 78.40
52-Week low 23.10
P/E
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shristi Infrastructure Development Corporation Ltd. (PEERABASAN) - Auditors Report

Company auditors report

To

The Members of

Shristi Infrastructure Development Corporation Limited Report on the Audit of theStandalone Financial Statements Qualified Opinion

We have audited the accompanying Standalone Financial Statements of ShristiInfrastructure Development Corporation Limited ("the Company") which comprisethe Balance Sheet as at 31st March 2022 the Statement of Profit and Loss(including Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and notes to the standalone financialstatements including a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "standalone financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effect of the matters described in the ‘Basis ofQualified opinion' paragraph of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 (‘the Act') in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India) of the state of affairs of the Company as at 31stMarch 2022 its loss including other comprehensive income changes in equity and its cashflows for the year ended on that date.

Basis for Qualified Opinion

1. As stated in Note 31(16) and 31(18) to the Standalone Financial Statements regardingSarga Udaipur Hotels & Resorts Private Limited a step down subsidiary of the Companyhas been admitted under the Insolvency and Bankruptcy Code 2016 (IBC) at National CompanyLaw Board Kolkata ("NCLT") on 29th April 2022. In view of admissionof above step down subsidiary in NCLT we are unable to express an opinion on the extentof realisability of its investment of Rs.195.00 lakhs in and interest free loan ofRs.1865.07 lakhs given to the above step down subsidiary and the consequent impact on therealisability of investment of Rs.300.00 lakhs in and loan of Rs.678.30 lakhs (includinginterest receivable thereon) given to Shristi Urban Infrastructure Development Limited asubsidiary of the Company (which is the holding company of Sarga Udaipur Hotels &Resorts Private Limited). The consequential effect of the above on the standalonefinancial statements for the year ended 31st March 2022 is not ascertainable.

2. As stated in Note 31(1)(C) to the Standalone Financial Statements regardingcorporate guarantee of Rs.72522.05 lakhs given by the Company for loan granted by thelenders to its Subsidiary Sarga Hotel Private Limited and Rs.25355.63 lakhs for loangranted by the lenders to its erstwhile associate Suasth Health Care Foundation. In viewof admission of both the above companies in NCLT the consequential effect due to probableinvocation of the above guarantees on the standalone financial statements for the yearended 31st March 2022 is not ascertainable.

3. As stated in Note 31(16) to the Standalone Financial Statements regarding investmentof Rs. 1050.00 lakhs in and loan of Rs.140.61 lakhs given to Asian Healthcare ServicesLimited an associate of the Company. As the said associate has not commenced any businessoperation since its incorporation in the year 2004 and has reported accumulated losses ofRs.213.35 lakhs there is an apparent indication of impairment in value of theseinvestments. However in the absence of valuation report of an Independent Valuer we areunable to comment whether any provision for impairment in the value of this investment isrequired.

We conducted our audit of the Standalone Financial Statements in accordance with theStandards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities 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 bythe Institute of Chartered Accountants of India (‘ICAI') together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our qualified audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to

a) Note 31(15) to the Standalone Financial Statements regarding an arbitration disputebetween Rishima SA Investments LLC Mauritius ("Claimant") and the Company inrespect of which the Arbitration Tribunal has issued a Partial Award ("PartialAward") and Final Award ("Final Award") in favour of the Claimant forpayment of an amount of Rs.76100 lakhs with interest calculated till 30.04.2019 amountingto Rs.1390 lakhs and in case the same cannot be enforced in any Court or Tribunal a sumof Rs.16020 lakhs with interest calculated till 30th April 2019 amounting toRs.2621 lakhs towards the value of their investment in Sarga Hotel Pvt. Ltd. asubsidiary of the Company together with aggregate costs damages etc. of Rs.1808 lakhs.Pending outcome of the enforcement proceedings before Hon'ble High Court of Delhi andbased on the legal opinion obtained by the Company the management does not considernecessary any provision in this respect. b) Note 31(19) to the Standalone FinancialStatements regarding default in payment of interest amounting to Rs.1326.52 lakhs sincethe quarter ended September 2021 on loan taken from one of the lenders and also certainworking capital lenders have classified the account as Non Performing Asset.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Measurement of revenue recorded from sale of residential units Our audit procedures on revenue recognition included the following:
Revenues from sale of residential units represent the largest portion of the total revenues of the Company. Revenue is recognized upon transfer of control of residential units to customers for an amount which reflects the consideration the Company expects to receive in exchange for those units. • Evaluation of the Company's accounting policies for revenue recognition on sale of residential units are in line with the applicable accounting standards and their application to customer contracts including consistent application;
The point of revenue recognition is normally on handover of the unit to the customer on completion of the project. The Company records revenue at a point in time upon transfer of control of residential units to the customers. • Evaluation of the design and implementation and testing the operating effectiveness of key controls around approvals of contracts milestone billing handover letters and controls over collection from customers;
Considering the volume of the Company's projects and the competitive business environment there is a risk of revenue being overstated (for example through premature revenue recognition i.e. recording revenue prior to handover of unit to the customers) or understated (for example through improperly shifting revenues to a later period) in order to present consistent financial results. Since revenue recognition has direct impact on the Company's profitability there is a possibility of the Company being biased hence this is considered as a key audit matter. • For samples selected verifying the underlying documents – handover letter sale agreement signed by the customer and the collections;
• Cut-off procedures for recording of revenue in the relevant reporting period; and
• Considered the adequacy of the disclosures in notes to the standalone financial statements in respect of recognizing revenue for residential units.
Refer Notes 2.9 and 31(7) to the Standalone Financial Statements.

Information other than the Standalone Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe Standalone Financial Statements and our auditor's report thereon. The annual report isexpected to be made available to us after the date of this auditor's report.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

When we read the annual report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act readwith the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgements and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone Financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

That Board of Directors are also responsible for overseeing the company's financialreporting process.

Auditor's Responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor 's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inthe paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Changes in Equity and the Statement of Cash Flow dealt with bythis Report are in agreement with the books of account.

(d) Except for the possible effect of the matters described in the ‘Basis ofQualified opinion' paragraph of our report in our opinion the aforesaid StandaloneFinancial Statements comply with the Accounting Standards specified under Section 133 ofthe Act read with Companies (Indian Accounting Standards) Rules 2015 as amended.

(e) The matter described in the Basis for Qualified Opinion and Emphasis of Matterparagraph to this report in our opinion may have an adverse effect on the functioning ofthe Company;

(f) On the basis of the written representations received from the Directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B". Our report expresses a qualified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Refer Note No. 31.1 to thestandalone financial statements.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

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

iv. (a) The Management has represented that to the best of its knowledge and beliefother than as disclosed in the notes to accounts no funds (which are material eitherindividually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or any other sources or kind of funds) by the Company to or in any otherperson or entity including foreign entity ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany 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 nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

(B) With respect to other matters to be included in the Auditor's Report in accordancewith the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 read with Schedule V to the Act.

For G.P. Agrawal & Co.
Chartered Accountants
Firm's Registration No. 302082E
Sd/-
CA. Rakesh Kumar Singh
Partner
Place of Signature: Kolkata Membership No. 066421
Date: The 27th day of May 2022 UDIN: 22066421AJTTKC4794

"Annexure A" to the Independent Auditor's Report

Statement referred to in paragraph 1 under ‘Report on Other Legal & RegulatoryRequirements' of our report of even date to the members of Shristi InfrastructureDevelopment Corporation Limited on the standalone financial statements for the year ended31st March 2022:

(i) a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property plant and equipment.

(B) The company does not have any intangible assets. Therefore reporting under clause(i) (a) (B) of paragraph 3 of the said order is not applicable to the Company.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the property plant and equipment have beenphysically verified by the management during the year.

Based on our review no material discrepancy was noticed on such verification and theperiodicity of such physical verification is reasonable having regard to the size of theCompany and nature of its assets.

c) Based on our examination of records provided to us we report that the title deedsof all immovable properties (other than properties where the company is the lessee and thelease agreements are duly executed in favour of the lessee) disclosed in the financialstatements included under Property Plant and Equipment are held in the name of theCompany as at the balance sheet date.

d) The Company has not revalued its Property plant and equipment (includingRight-of-use assets) or Intangible assets or both during the year.

e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 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 and procedures andcoverage as followed by management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were 10% or more in theaggregate for each class of inventory.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks on the basis of securityof current assets. However the company has not filed any returns or statement of currentassets with such banks during the year hence we are unable to comment upon theiragreement with the books of account of the Company.

(iii) The Company has granted loans to 8 companies (including 6 subsidiaries and oneassociate) covered in the register maintained under section 189 of the Act. The Companyhas not made any investments in provided any guarantee or security to any party duringthe year.

a) The Company has granted loans during the year in respect of which:

(A) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has granted loans to its subsidiaries and associateas detailed below:

Particulars Amount (Rs. in lakhs)
Aggregate amount of loan granted during the year 62.59
Balance outstanding as on date 2725.09

(B) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has granted loans to a party other than subsidiariesand associate as below:

Particulars Amount (Rs. in lakhs)
Aggregate amount of loan granted during the year 39.88
Balance outstanding as on date 409.14

b) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that the terms and conditions of grantof loans during the year are prima facie not prejudicial to the interest of the Company.c) According to the information and explanations given to us and based on the auditprocedures conducted by us the unsecured loans granted to the companies and the interestthereon do not have any stipulated schedule of repayment as they are repayable on demand.However we are unable to express comment on the extent of realisability of loanaggregating to Rs.2683.99 lakhs outstanding from 2 subsidiaries and an associate for thereason stated in paragraph 1 and 3 of basis of qualified opinion section of our auditreport. Further there was default in repayment by 4 subsidiaries which has been fullyprovided for in the books. d) According to the information and explanations given to usand on the basis of our examination of the records of the Company there is no overdueamount for more than ninety days in respect of loans given except for default in repaymentby 4 subsidiaries which has been fully provided for in the books. e) According to theinformation and explanations given to us and on the basis of our examination of therecords of the Company there is no loan given falling due during the year which has beenrenewed or extended or fresh loans given to settle the overdues of existing loans given tothe same party. f) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has granted the following loans thatare repayable on demand as detailed below:

Particulars Amount % of total
(Rs. in lakhs) loans granted
Aggregate amount of loans granted to related parties (6 subsidiaries & 1 associate) 2725.09 86.95%
Aggregate amount of loans granted to other than related parties 409.14 13.05%
Aggregate amount of loans repayable on demand 3134.23 100%

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act with respectto investments made and guarantees given. Further there are no loans and security givenin respect of which provisions of Sections 185 and 186 of the Act are applicable.

(v) The Company has not accepted any deposits within the meaning of section 73 to 76 orany other relevant provisions of the Act and the rules framed there under. The directivesissued by the Reserve Bank of India are not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company in respectof products where pursuant to the rules made by the Central Government the maintenance ofcost records has been prescribed under section 148(1) of the Act and are of the opinionthat prime facie the prescribed accounts and records have been made and maintained. Wehowever as not required have not made a detailed examination of such records.

(vii) a) According to the information and explanations given to us and based on ourexamination of the records of the Company as provided to us undisputed statutory duesincluding Goods and Services Tax provident fund employees' state insurance income-taxsales-tax service tax duty of customs duty of excise value added tax cess have notbeen regularly deposited by the company with the appropriate authorities and there havebeen delays in a large number of cases. According to the information and explanationsgiven to us and based on our examination of the records of the Company no undisputedamounts payable in respect of the aforesaid dues were outstanding as at 31st March2022 for a period of more than six months from the date of becoming payable.

b) The disputed statutory dues aggregating to Rs.2269.94 lakhs that have not beendeposited on account of matters pending before appropriate authorities are as under:

Sl. No. Name of the Statute Nature of dues Period to which pertain Amount (Rs. in lakh) Forum where the dispute is pending
1 West Bengal Sales Tax Act Work Contract Tax F.Y. 2009-10 & 2014-15 181.56* West Bengal Appellate & Revisional Board
2 West Bengal Sales Tax Act Work Contract Tax F.Y. 2013-14 2015-16 & 2016-17 1252.06^ Joint Commissioner of Commercial Taxes
3 Finance Act 1994 Service Tax F.Y. 2011-12 to 2014-15 712.77# Commissioner Central Tax CGST & CX Kolkata North Commissionerate
4 Employees' State Insurance Act 1948 Employee State Insurance F.Y. 2005-06 -2009-10 123.55@ Recovery Officer

* Payment of Rs.28.81 lakhs has been made under protest against this demand. ^ Paymentof Rs.101.85 lakhs has been made under protest against this demand. # Payment of Rs.51.73lakhs has been made under protest against this demand. @ Payment of Rs.15.00 lakhs hasbeen made under protest against this demand.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income-tax Act 1961 as income during the year.

(ix) a) Based on the audit procedures carried on by us and as pertheinformation andexplanations given to us the Company has defaulted in payment of interest the details ofwhich are given below:

Nature of borrowing including debt securities Name of lender Amount not paid on due date (Rs. In lakh) Whether principal or interest No. of days delay or unpaid (Till 31st March 2022)
Long term borrowings Limited Srei Equipment Finance 1326.52 Interest 182 days delay for Rs. 654.93 lakhs 90 days delay for Rs. 671.59 lakhs

Apart from above certain working capital lenders have classified the account as NonPerforming Asset (Refer Note 17(ii)). b) According to the information and explanationsgiven to us though some of lenders (Banks) have classified the account as Non PerformingAsset and also there is default in payment of interest to a financial institution nointimation have been received as to the Company has been declared wilful defaulter by anybank or financial institution or other lender.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not diverted any finds raisedfrom term loans and such were applied for the purpose for which these loans wereobtained.

d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company there were no funds raised on short termbasis which have been utilised for long term purposes.

e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company we report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries as defined under the Act.

f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries as defined under the Act.

(x) a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year.

b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xi) a) Based on examination of the books and records of the Company and according tothe information and explanations given to us we report that no fraud by the Company or onthe Company has been noticed or reported during the course of the audit.

b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Companies Act 2013 has been filed by the auditorsin Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

c) According to the information and explanations given to us the Company has notreceived any whistle-blower complaint during the year.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Therefore clause (xii) of paragraph 3 of the Order is not applicable tothe Company.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Sections 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableIndian Accounting Standards.

(xiv) a) In our opinion and based on our examination the company has an internal auditsystem commensurate with the size and nature of its business.

b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

(xvi) (a) According to information and explanations given to us the Company is notrequired to be registered under Section 45 IA of the Reserve Bank of India Act 1934.Accordingly clauses (xvi) (a) to (c) of paragraph 3 of the Order is not applicable to theCompany.

(b) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause (xvi)(d) of paragraph 3 of the Order is not applicable to the Company.

(xvii) According to the information and explanation given to us and as per recordsexamined by us the Company has incurred cash losses of Rs.5563.43 lakhs during thefinancial year and Rs.2016.61 lakhs in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause (xviii) of paragraph 3 of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and Management plans and based on our examination ofthe evidence supporting the assumptions material uncertainty exists as on the date of theaudit report indicating that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date for the reason stated in Note 31(19) to the standalonefinancial statements.

(xx) The Company is not required to spend towards Corporate Social Responsibility(CSR). Therefore the provisions of clauses (xx) (a) and (b) of paragraph 3 of the Orderare not applicable to the Company.

For G. P. Agrawal & Co.
Chartered Accountants
Firm's Registration No. 302082E
Sd/-
CA. Rakesh Kumar Singh
Partner
Place of Signature: Kolkata Membership No. 066421
Date: The 27th day of May 2022 UDIN : 22066421AJTTKC4794

"Annexure B" to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ShristiInfrastructure Development Corporation Limited ("the Company") as of 31st March2022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding 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 internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of standalone financial statements for external purposes in accordance withthe Indian Accounting Standards specified under Section 133 of the Act. A company'sinternal financial control over financial reporting includes those policies and proceduresthat:

(1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with the Indian AccountingStandards specified under Section 133 of the Act and that receipts and expenditures ofthe Company are being made only in accordance with authorizations of management anddirectors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Qualified Opinion

According to the information and explanations given to us and based on our audit thefollowing material weaknesses have been identified in the operating effectiveness ofCompany's internal financial controls over financial reporting as at 31st March2022:

a) The Company has not made any assessment of impairment of Investment in certainsubsidiary and an associate as at the balance sheet date.

b) There are delays in payment of statutory dues. The Company needs to strengtheninternal control system in this regard.

A ‘material weakness' is a deficiency or a combination of deficiencies ininternal financial control over financial reporting such that there is a reasonablepossibility that a material misstatement of the Company's annual or interim financialstatements will not be prevented or detected on a timely basis. In our opinion except forthe possible effects of the material weaknesses described above under Qualified Opinionparagraph on the achievement of the objectives of the control criteria the Company hasin all material respects an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at 31st March 2022 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the ICAI.

We have considered material weakness identified and reported above in determining thenature timing and extent of audit tests applied in our audit of the financial statementsof the Company for the year ended 31st March 2022 and these materialweaknesses affect our opinion on financial statements of the Company for the year ended 31stMarch 2022 [our audit report dated 27th May 2022 which expressed a qualifiedopinion on those financial statements of the Company].

For G. P. Agrawal & Co.
Chartered Accountants
Firm's Registration No. 302082E
Sd/-
CA. Rakesh Kumar Singh
Partner
Place of Signature: Kolkata Membership No. 066421
Date: The 27th day of May 2022 UDIN : 22066421AJTTKC4794

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