To the Members of KARMA ENERGY LIMITED
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of KARMA ENERGY LIMITED("the Company") which comprise the Balance Sheet as at March 31 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as the "financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 the profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements' section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the independence requirements that are relevantto our audit of the financial statements under the provisions of the Act and the Rulesmade thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
i. Valuation of unquoted financial assets held at fair value Description of Key AuditMatter:
The valuation of the Company's unquoted non-current investments held at fair value wasa key area of audit focus due to the significance of the amount and complexity involved inthe valuation process. The management makes significant judgements because of thecomplexity of the techniques and assumptions used in valuing some of the level 3investment securities given the limited external evidence and unobservable market dataavailable to support the Company's valuations.
The valuation of the level 3 investment securities are dependent on market conditionsand key assumptions made. The determination of these assumptions is complex and requiresthe exercise of management judgements.
See Note 1.2 (B) (o) Note 3 and Note 29 to the financial statements.
We assessed the design and operating effectiveness of the Company's key controlssupporting the identification measurement and oversight of valuation risk of financialassets.
For the more judgemental valuations which depend on unobservable inputs weevaluated the assumptions methodologies and models used by the Company.
We also assess the appropriateness of the methodologies used and found thatthese are reasonable in the context of the relevant investments.
We examined the calculation of the inputs used for substantive and arithmeticalaccuracy by performing re calculations wherever required.
ii. Impairment testing of investment in subsidiary:
Description of Key Audit Matter:
The Company has investment of Rs. 3499.55 lakh in the equity shares of Batot HydroPower Limited (BHPL') which represents 100% of its equity capital. BHPL is engagedin the business of generation and distribution of hydro power.
Investments in subsidiaries are valued at cost adjusted for impairment losses if any.In line with "Ind AS 36 Impairment of assets" in the presence of an impairmentindicator the Company carries out an impairment test by comparing the recoverable amountof the investments determined according to the value in use method and their carryingamount.
BHPL has accumulated losses of Rs. 3211.86 lakh as on March 31 2020 which indicatesthat the investment in BHPL may be impaired and requires impairment testing.
The valuation process adopted by management is complex and is based on a series ofassumptions such as the forecast cash flows the appropriate discounting rate (WACC) andthe long-term growth rate. These assumptions are by nature influenced by futureexpectations regarding the evolution of external market conditions.
See Note 3 & Note 29 to the financial statements.
We analysed the methods and assumptions applied by management to carry out theimpairment test though following procedures:
Identification and understanding of the significant controls implemented by theCompany over the impairment testing process;
Analysis of the reasonableness of the principal assumptions made to estimatetheir cash flows by obtaining information from management that we deemed to besignificant;
We also examined the adequacy of the information provided by the Company aboutthe impairment test and its consistency with the requirements of Ind AS 36.
Analysis of actual data of the year and previous years in comparison with theoriginal plan in order to assess the nature of variances and the reliability of theplanning process;
Assessment of the reasonableness of the discount rate (WACC) and the long-termgrowth rate;
Verification that the carrying amount of the investment was determined properlyand comparison with the value in use resulting from the impairment test.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Financial 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 financial statements that givea true and fair view of the financial position financial performance total comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind AS andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such 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 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
2. As required by Section 143(3) of the Act based on our audit 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.
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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with 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/ provided by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.
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 financial statements. Refer note 26 to the standalone financialstatements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
For BATLIBOI & PUROHIT
ICAI Firm Reg. No.101048W
Membership No. 111749
Place : Mumbai
Date : 10th August 2020
ICAI UDIN : 20111749AAAADD3029
Annexure - A to the Auditors' Report
(referred to in paragraph 1 under Report on Other Legal and regulatoryrequirements' section of our report to the members of the Company of even date)
i. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.
b) As informed to us the Company has a regular program for physical verification offixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In our opinion the periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. As informed to us certainfixed assets have been verified by the Company as per the program and we were informedthat no material discrepancies were noticed on such verification.
c) In our opinion and according to the information and explanations given to us and onthe basis of examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.
ii. According to the information and explanations given to us the management wasunable to conduct physical inventory counting as at year-end as inventories were held inlocations which were closed due to Government imposed lockdown for COVID-19. However themanagement has conducted physical verification of inventory post year- end with roll-backprocedures to the reporting date. In our opinion the frequency of verification and theduration of roll-back procedures were reasonable.
iii. The Company has not granted loans secured or unsecured to bodies corporateFirms Limited Liability Partnerships covered in the register maintained under section 189of the Companies Act 2013 (the Act') Accordingly paragraph 3(iii) of the order isnot applicable to the Company.
iv. In our opinion and according to the information and explanation given to us and therecords examined by us the Company has complied with the provision of section 185 and 186of the Act with respect to investments made. The Company has not given any loans or givenany guarantees or provided any securities covered under section 185 and section 186 of theAct.
v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Section 73 to 76 or any otherrelevant provisions of the Companies Act and the Rules framed are not applicable.
vi. To the best of our knowledge and as explained the Central Government has notspecified the maintenance of cost records under clause 148(1) of the Companies Act 2013for the Company. Accordingly paragraph 3 (vi) of the Order are not applicable to theCompany.
vii. a) According to the information and explanations given to us and on the basis ofour examination of the records the Company is generally regular in depositing undisputedstatutory dues including provident fund income-tax sales tax value added tax duty ofcustoms employees' state insurance duty of excise service tax Goods and service taxcess and other material statutory dues to the appropriate authorities.
b) There were no undisputed amounts payable in respect of provident fund employees'state insurance income-tax sales tax goods and service tax service tax customs dutyexcise duty value added tax cess and other material statutory dues in arrears as at yearend for a period of more than six months from the date they became payable.
c) According to the information and explanations given to us by the Company and on thebasis of our examination of the books of account and the record there are no dues ofSales Tax Service Tax Goods and service tax Duty of Customs Duty of Excise and Valueadded tax outstanding on account of any dispute. According to the records of the Companythe dues of Income Tax outstanding on account of dispute are as follows.
|Nature of Statute ||Amount (Rs. In lakhs) ||Period to which the amount relates ||Forum where the dispute is pending |
|Income Tax Act 1961 ||94.69 ||AY: 2014-15 ||Commissioner of Income Tax Appeals |
viii. Based on our audit procedures and as per the information and explanations givenby the management we are of the opinion that the Company has not defaulted in repaymentof loans to Banks. There are no outstanding loans or borrowings from any financialinstitutions Government and debenture holders.
ix. The Company has not raised money through initial public offer or further publicoffer (including debt instruments). In our opinion and according to the information andexplanations given to us and based on the documents and records examined by us on anoverall basis the term loans obtained by the Company were applied for the purpose forwhich the loans were obtained.
x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
xi. According to the information and explanation given to us the Company has paid /provided for managerial remuneration in accordance with requisite approvals mandated bythe provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.
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 standalone Financial Statements as required by theapplicable Indian Accounting 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.
xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Hence the provision ofsection 192 of the Act are not applicable.
xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
for BATLIBOI & PUROHIT
Firm Reg. No.: 101048W
Membership No: 111749
Place : Mumbai
Date : 10th August 2020
ICAI UDIN : 20111749AAAADD3029
Annexure - B to the Auditors' Report
(referred to in paragraph 2 under Report on Other Legal and regulatoryrequirements' section of our report to the members of the Company of even date)
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 KarmaEnergy Limited ("the Company") as of 31 March 2020 in conjunction with our auditof the Ind AS Financial Statements of the Company for 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 Reportingissued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the 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 applicable to an Audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain Reasonable Assurance about whetheradequate Internal Financial Controls over Financial Reporting was established andmaintained and if such controls operated effectively 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 Judgment including the assessment of the risks ofmaterial misstatement of the Ind AS 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 31 March 2020 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 BATLIBOI & PUROHIT
Chartered Accountants Firm Reg. No.: 101048W
Membership No: 111749
Place : Mumbai
Date : 10th August 2020
ICAI UDIN : 20111749AAAADD3029