Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of DLF Limited ("the Company”), which comprise the Balance sheet as at 31 March 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.
Emphasis of Matter
i) We draw attention to Note no. 50(9)(i)(a), (b) and (c) to the standalone Ind AS financial statements of the Company which describes the uncertainty relating to outcome of following lawsuits filed against the Company:
a) In a complaint filed against the Company relating to imposing unfair conditions on buyers, the Competition Commission of
our audit of the standalone Ind AS financial statements for the financial year ended 31 March 2023. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
India has imposed a penalty of ' 63,000.00 lakhs on the Company which was upheld by Competition Appellate Tribunal. The Company has filed an appeal which is currently pending with Hon'ble Supreme Court of India and has deposited ' 63,000.00 lakhs as per direction of the Hon'ble Supreme Court of India.
b) In a writ filed with Hon'ble High Court of Punjab and Haryana, the Company and one of its subsidiary and a joint venture Company have received judgements cancelling the sale deeds of land/ removal of structure relating to two IT SEZ/ IT Park Projects in Gurgaon. The Company and the subsidiary companies filed Special Leave petitions (SLPs) challenging the orders which is currently pending with Hon'ble Supreme Court of India. The Hon'ble Supreme Court has admitted the matters and stayed the operation of the impugned judgements till further orders in both the cases.
c) Securities and Exchange Board of India ("SEBI”) in a complaint filed against the Company, imposed certain restrictions on the Company. The Company had received a favorable order against the appeal in said case from Securities Appellate Tribunal ("SAT”). SEBI, subsequently, has filed a statutory appeal which is currently pending before Hon'ble Supreme Court. SEBI has also imposed penalties upon the Company, some of its directors, officers, its three subsidiaries and their directors which has been disposed off by SAT with a direction that these appeals will stand automatically revived upon disposal of civil appeal filed by SEBI against aforementioned SAT judgement. Based on the advice of the external legal counsels, no adjustment has been considered in these Standalone Ind AS financial statements by the management in respect of above matters. Our opinion is not modified in respect of these matters.
ii) We draw attention to note no. 50(9)(i)(d) regarding the consequential impact of ongoing arbitration and litigation at NCLT, Mumbai w.r.t. a Joint venture company and uncertainties relating recoverability of Company's net carrying value of loan in the aforesaid Joint venture. Based on the advice of the external legal counsels, no adjustment has been considered in these Standalone Ind AS financial statements by the management in respect of above matter. Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
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Key audit matters
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How our audit addressed the key audit matter
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Revenue recognition for real estate projects (as described in note 26 to the standalone Ind AS financial statements)
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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 obligation and the customer obtaining control of the underlying asset. Considering application of Ind AS 115 involves significant judgement in identifying performance obligations and determining when 'control' of the asset underlying the performance obligation is transferred to the customer, the same has been considered as key audit matter.
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Our audit procedures included:
• Read the Company's revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115;
• Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer;
• Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements;
• Tested, revenue related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognized;
• Assessed the revenue related disclosures included in Note 26 to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.
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Claims, litigations and contingencies (as described in note 50 to the standalone Ind AS financial statements)
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The Company is having various ongoing litigations, court and other legal proceedings before tax and regulatory authorities and courts, including indemnifications and commitments given to a joint venture company, which could have significant financial impact, if the potential exposure were to materialize.
Management estimates the possible outflow of economic resources based on legal counsel opinion and available information on the legal status of the proceedings. Considering the determination by the management of whether, and how much, to provide and/ or disclose for such contingencies involves significant judgement and estimation, the same has been considered as key audit matter.
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Our audit procedures included:
• Understood management's process relating to the identification and impact analysis of claims, litigations and contingencies (including commitment & indemnifications given to Joint Venture Company);
• Obtained confirmation letters from legal counsels and analysed their responses;
• Read the minutes of meetings of the Audit Committee and the Board of Directors of the Company related to noting of status of material litigations;
• Assessed management's assumptions and estimates related to disclosures of contingent liabilities in the standalone Ind AS financial statements.
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Assessing the carrying value of Inventory and advances paid for land procurement (as described in note 9,10 and 13 to the
standalone Ind AS financial statements)
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The Company's inventory comprises of ongoing and completed real estate projects, unlaunched projects and development rights. As at 31 March 2023, the carrying values of inventories amounts to ' 979,098.13 lakhs.
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Our audit procedures/ testing included, among others:
• Read and evaluated the accounting policies and disclosures made in the standalone Ind AS financial statements with respect to inventories;
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Key audit matters
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How our audit addressed the key audit matter
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The inventories are carried at the lower of the cost and net realizable value ('NRV'). The determination of the NRV involves estimates based on prevailing market conditions, current prices, and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects and selling costs.
Considering significance of the amount of carrying value of inventories in the standalone Ind AS financial statements and the involvement of significant estimation and judgement in such assessment of NRV, the same has been considered as key audit matter.
Further, the Company has made various advances and deposits to the seller/ intermediary towards purchase of land during the course of obtaining clear and marketable title, free from all encumbrances and transfer of legal title to the Company, whereupon it is transferred to land stock under inventories.
With respect to land advance given, the net recoverable value is based on the management's estimates and internal documentation, which include, among other things, the likelihood when the land acquisition would be completed, the expected date of plan approvals for commencement of project, estimation of sale prices and construction costs and Company's business plans in respect of such planned developments.
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• Understood and reviewed the management's process and methodology of using key assumptions for determination of NRV of the inventories;
• Tested the NRV of the inventories to its carrying value in books on sample basis;
• Where the Company involved specialists to perform valuations, we also performed the following procedures:
• Obtained and read the valuation report used by the management for determining the NRV;
• Considered the independence, competence and objectivity of the specialist involved in determination of valuation; and
• Involved experts to review the assumptions used by the management specialists.
In respect of land advances, our audit procedures included the following:
• Obtained status update from the management and verified the underlying documents for related developments;
• Compared the acquisition cost of the underlying land with current market price in similar locations;
• Evaluated the management assessment w.r.t. recoverability of those advances and changes if any, in the business plans relating to such advances.
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Assessing impairment of Investments and loans in subsidiary, joint venture and associate entities (as described in note 6A and 8 to the standalone Ind AS financial statements)
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The Company has significant investments and loans in its subsidiaries, joint ventures and associates. As at 31 March 2023, the carrying values of Company's investments and loans in its subsidiaries, joint ventures and associate entities amounts to ' 2,073,065.68 lakhs (net of impairment).
The Company has also recorded an impairment provision of ' 35,200.92 lakhs against its investment and loans (including accrued interest) in one of its Joint Venture Company.
Management reviews regularly whether there are any indicators of impairment by reference to the requirements under Ind AS 36 "Impairment of Assets”.
For investments and loans where impairment indicators exist, significant judgements are required to determine the key assumptions used in the valuation model and methodology, such as revenue growth, discount rates, etc. Considering, the impairment assessment involves significant assumptions and judgement, the same has been considered as key audit matter.
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Our procedures in assessing the management's judgement
for the impairment assessment included, among others, the
following:
• Assessed the Company's valuation methodology applied in determining the recoverable amount of the investments and loans.
• Obtained and read the valuation report used by the management for determining the fair value ('recoverable amount') of its investments and loans given;
• Obtained and reviewed the management assessment w.r.t. impairment recorded relating to its investments and loans in a joint venture company. Also assessed the disclosures made in this regard in note 6A, 8 and 50(9)(i)(d) of the standalone Ind AS financial statements;
• Considered the independence, competence and objectivity of the management specialist involved in determination of valuation;
• Tested the fair value of the investment and loans as mentioned in the valuation report to the carrying value in books;
• Made inquiries with management to understand key drivers of the cash flow forecasts, discount rates, etc.;
• Involved experts to review the assumptions used by the management specialists;
• We reviewed the disclosures made in the standalone Ind AS financial statements regarding such investments and loans.
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Key audit matters
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How our audit addressed the key audit matter
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Assessment of recoverability of deferred tax asset (as described in note 11 to the standalone Ind AS financial statements)
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As at 31 March 2023, the Company has recognized deferred tax assets of ' 149,186.32 lakhs on deductible temporary differences and unused tax losses.
Recognition of deferred tax assets to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilized, involves significant management judgement and estimation given that it 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.
Considering, this involves significant judgement and estimates, the same has been considered as key audit matter.
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Our audit procedures included, amongst others:
• Obtained an understanding of the process and tested the controls over recording of deferred tax and review of deferred tax at each reporting date;
• Tested the computation of the amounts recognized as deferred tax assets;
• Evaluated management's assumptions used to determine the probability that deferred tax assets recognized in the balance sheet will be recovered through taxable income in future years, by comparing them against profit trends and future business plans;
• Assessed the disclosures on deferred tax included in Note 11 to the standalone Ind AS financial statements.
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Related party transactions (as described in note 45 to the standalone Ind AS financial statements)
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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; lending loans to related parties; sales and purchases to and from related parties, etc. as disclosed in note 45 to the standalone Ind AS financial statements.
We identified the accuracy and completeness of the related party transactions and its disclosure as set out in respective notes to the standalone Ind AS financial statements as a key audit matter due to the significance of transactions with related parties and regulatory compliances thereon, during the year ended 31 March 2023.
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Our procedures/ testing included the following:
• Obtained and read the Company's policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions;
• Read minutes of shareholders' meetings, board meetings and minutes of meetings of those charged with governance in connection with Company's assessment of related party transactions being in the ordinary course of business at arm's length;
• Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents;
• Agreed the related party information disclosed in the standalone Ind AS financial statements with the underlying supporting documents, on a sample basis.
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Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the message from Chairman, Director's report, Management discussion and analysis report and corporate governance report, but does not include the standalone Ind AS financial statements and our auditor's report thereon. The message from Chairman, Director's report, Management discussion and analysis report and corporate governance report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the message from Chairman, Director's report, Management discussion and analysis report and corporate governance report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in
equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS 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.
Those charged with governance are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriatenessofmanagement'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 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 conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended 31 March 2023 and are therefore the key audit matters. We describe these matters in our auditor's 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.
Other Matter
We did not audit the financial statements and other financial information, in respect of one partnership firm, whose financial statements include Company's share of profit (post tax) of ' 336.15 lakhs for the year ended 31 March 2023 included in accompanying standalone Ind AS financial statements. These standalone Ind AS financial statements and other financial information of the said partnership firm have been audited by other auditor, whose financial statements, other financial information and auditor's reports have been furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of this partnership firm and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid partnership firm, is based solely on the report(s) of such other auditors. Our opinion is not modified in respect of this matter.
The accompanying standalone Ind AS financial statements include unaudited financial statements and other unaudited financial information as regards Company's share in profit of partnership firm (post tax) of ' 57.21 lakhs for the year ended 31 March 2023. These unaudited financial statements and other unaudited financial information has been furnished to us by the management. Our opinion, in so far as it relates to Company's share of profit included in respect of the partnership firm, is based solely on the on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Company.
Our opinion above on the standalone Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the financial statements and other financial information certified by the Management.
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 sub-section (11) of Section 143 of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of the Partnership firm, as noted in the 'Other Matter' paragraph we give in the "Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report
that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(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;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The matter described in 'Emphasis of Matter paragraph' above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act except in respect of one of the directors who has since deceased, a written representation as to whether the companies in which he was a director as on 31 March 2023 have not defaulted in terms of Section 164(2) of the Act, is not available. In the absence of this representation, we are unable to comment whether such director is disqualified from being appointed as a director under sub-section (2) of Section 164 of the Act;
(g) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended 31 March 2023 has been paid/ provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information
and according to the explanations given to
us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 50 to the standalone Ind AS financial statements;
ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
iv. a) The management has represented
that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause a) and b) contain any material misstatement.
v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in note 39 to the standalone Ind AS financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. 1 April 2023, hence reporting under this clause is not applicable.
For S.R. Batliboi & Co. LLP
Chartered Accountants ICAI Firm Registration Number: 301003E/ E300005
per Vikas Mehra
Partner
New Delhi Membership Number: 094421
12 May 2023 UDIN: 23094421BGYFTQ7207
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