The Members of
Ujaas Energy Limited
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of Ujaas EnergyLimited ("The Company") which comprise the Balance
Sheet as at 31 March 2017 the Statement of Profit and Loss and the Cash FlowStatement for the year then ended and a summary of significant accounting policies andother explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (the Act) with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial position financial performance and cash flows of the company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with rule 7 of the Companies (Accounts) Rules 2014. 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 judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraudor error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provision of the Act the accounting and auditingstandard and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity withaccounting principles generally accepted in India of the state of affairs of the companyas at
31 March 2017 and its profit and its cash flows for the year ended on that date.
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 statement on the matters specified in the paragraph 3and 4 of the Order to the extent applicable.
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 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 appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this report are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theaccounting standards specified under section 133 of the act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) On the basis of the written representations received from the
directors as on 31 March 2017 taken on records by the Board
of Directors none of the directors is disqualified as on 31 March 2017 from beingappointed as a director in terms of section 164(2) of the Act.
f) 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".
g) 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 read withCompanies (Audit and Auditors) Amendment Rules 2017 in our opinion and to be best of ourinformation and according to the explanations given to us:
a. The company has disclosed the impact of pending litigations on its financialposition in its financial statement refer note 27 to the financial statements;
b. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.
c. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the company.
d. The Company has provided requisite disclosures in the financial statements refernote 43 as to holdings as well as dealings in Specified Bank Notes during the period th th
from 8 November 2016 to 30 December 2016. Based on audit procedures and relying onthe management representation we report that the disclosures are in accordance with booksof account maintained by the Company.
For Ashok Khasgiwala & Co.
(Firm Reg. No. 0743C)
CA Avinash Baxi
M. No. 079722
Date: 29 May 2017
Annexure A to Independent Auditor's Report
Referred to in paragraph (1) under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date to the members of Ujaas EnergyLimited on the Standalone financial statements for the
year ended 31 March 2017.
i. In respect of its Fixed Assets :
a. The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
b. As explained to us the fixed assets of the Company have been physically verified bythe management during the year which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies between thebook records and the physical inventory have been noticed. In our opinion the frequencyof verification is reasonable.
c. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
ii. In respect of its Inventories:
The inventories have been physically verified by the Management during the year. In ouropinion the frequency of verification is reasonable and no material discrepancies werenoticed.
iii. According to the information and explanations given to us the Company has grantedunsecured loans to two companies covered in the register maintained under section 189 ofthe Companies Act 2013. The company has not granted any loans secured or unsecured tofirms LLPs or other parties covered in the register maintained under section 189 of theCompanies Act 2013. In respect of the aforesaid loans granted :
a. The terms and conditions of the grant of such loans are not prejudicial to thecompany's interest;
b. There is no stipulation of schedule of repayment of principal and payment ofinterest. We are unable to make specific comment on the regularity of repayment ofprincipal and payment of interest.
iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made. The company has not given any guarantee and providedany security in terms of section 185 and 186 of the Act. v. In our opinion and accordingto the information and explanations given to us the Company has not accepted depositsfrom the public within the meaning of Section 73 to 76 or any other relevant provisions ofthe Companies Act 2013 and the Rules framed there under. As informed to us no Order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any court or any other Tribunal.
vi. We have broadly reviewed the cost records maintained by the Company pursuant to therules made by the Central Government under sub-section (1) of Section 148 of the CompaniesAct 2013 and are of the opinion that prima facie the prescribed records have beenmaintained. We have however not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.
vii. In respect of Statutory dues :
a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including provident fund employee's state insurance incometax sales tax service tax duty of customs duty of excise value added tax cess andany other statutory dues with the appropriate authorities. There were no undisputedstatutory dues in arrears as at 31st March 2017 for a period of more than six monthsfrom the date they became payable.
b) According to the information and explanations given to us there are no dues ofsales tax value added tax income tax service tax duties of customs duties of excisewhich have not been deposited with appropriate authorities on account of any disputeexcept as follows :
|Name of the Statute ||Nature of Liability ||(Amount in lakh's) ||Related Period ||Forum where dispute is pending |
|Income Tax ||Income Tax ||*11.27 ||F.Y 2005-06 ||ITAT |
|Act 1961 || || || || |
*Net of Rs. 98.53 Lacs deposited
viii. According to the records of the company examined by us and as per the informationand explanations given to us the Company has not defaulted in repayment of loans orborrowing to a financial institution bank or government as on the balance sheet date. TheCompany has not issued any debenture.
ix. In our opinion and according to the information and explanations given to us thecompany has not raised money by way of initial public offer or further public offer(including debt instruments) and the company has not raised any term loan during the year.
x. During the course of our examination of the books of account and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us we have neither come acrossany instance of material fraud on or by the Company noticed or reported during the yearnor have we been informed of such case by the management.
xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.
xii. In our opinion and according to information and explanation given to us thecompany is not a Nidhi Company therefore the provision of para 3 (xii) of the Order isnot applicable to the company.
xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
xiv. According to the information and explanations given to us and based on 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 therefore the provision of para 3 (xiv) of the Order is not applicable to thecompany.
xv. In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with directors or persons connectedwith him during the year hence the provision of para 3 (xv) of the Order is notapplicable to the company.
xvi. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 therefore the provision of para 3 (xvi) of the Order is notapplicable to the company for the year under audit.
For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C)
CA Avinash Baxi
Date: 29 May 2017 (Partner) Place: Indore M. No. 079722
Annexure B to the Independent Auditor's Report of even date on the Standalone FinancialStatements of Ujaas Energy Limited
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of UjaasEnergy Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
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 financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over 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.
In our opinion 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 March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Ashok Khasgiwala & Co.
Chartered Accountants (Firm Reg. No. 0743C) CA Avinash Baxi (Partner)
M. No. 079722
Date: 29th May 2017 Place: Indore