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Panasonic Energy India Company Ltd.

BSE: 504093 Sector: Consumer
NSE: LAKHNNATNL ISIN Code: INE795A01017
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NSE 05:30 | 01 Jan Panasonic Energy India Company Ltd
OPEN 269.00
PREVIOUS CLOSE 266.40
VOLUME 274
52-Week high 413.75
52-Week low 220.00
P/E 22.88
Mkt Cap.(Rs cr) 192
Buy Price 256.30
Buy Qty 72.00
Sell Price 265.05
Sell Qty 10.00
OPEN 269.00
CLOSE 266.40
VOLUME 274
52-Week high 413.75
52-Week low 220.00
P/E 22.88
Mkt Cap.(Rs cr) 192
Buy Price 256.30
Buy Qty 72.00
Sell Price 265.05
Sell Qty 10.00

Panasonic Energy India Company Ltd. (LAKHNNATNL) - Auditors Report

Company auditors report

To the Members of Panasonic Energy India Company Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Panasonic Energy IndiaCompany Limited ("the Company") which comprise the balance sheet as at 31 March2022 and the statement of profit and loss (including other comprehensive income)statement of changes in equity and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (here in after referred to as "financialstatements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2022 and profit and other comprehensiveloss changes in equity and its cash flows for the year ended on that date.

Basis forOpinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section143(10) of theAct. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities forthe audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India togetherwith theethical requirements that are relevant to our audit of the Financial Statements under theprovisions of theAct and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence obtained by us is sufficient and appropriate to provide a basisfor our opinion on the Financial Statements.

KeyAudit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Financial Statements of the current period.These matters were addressed in the context of our audit of the Financial Statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Measurement of Provisions and Contingent Liabilities related to Litigations and Claims[Refer to Note 3 (k) to the Financial Statements- "Significant accounting policies -Provisions Contingent Liabilities and ContingentAssets" Note 30 to the FinancialStatements - "Contingent Liabilities"]

The key audit matter How the matter was addressed in our audit
Provisions and contingent liabilities relate to litigations and claims arising from tax proceedings and other regulatory proceedings. The measurement of a provision or contingent liability requires significant judgement by the Company because of the inherent complexity in estimating future costs. The amount recognized as a provision and disclosed as a contingent liability is the best estimate of the expenditure. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
Significant judgement and estimation is involved to determine the likelihood and timing of the cash outflows and interpretations of the legal aspects tax legislations and judgements previously made by authorities. Based on the legal advice obtained from an external firm of lawyers a provision was recognised on account of estimated cash outflow. • Testing the design implementation and operating effectiveness of key internal controls around the measurement of litigations and claims;
These provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the Company. These estimates could change significantly over time as new facts emerge and each legal case progresses. Accordinglymeasurement of provisions and contingent liabilities related to litigations and claims is a key audit matter. • Assessing the status of significant litigations by understanding it from the external firm of lawyers acting as the Company's advisors and senior personnel of the Company. We have obtained and analysed the Company's assessment on exposures and any additional litigation;
• With respect to direct and indirect tax litigations we involved our tax specialists. Tax Specialists analysed and challenged the assumptions used in estimation of tax provisions based on their knowledge and experiences of the application of local legislation by the relevant authorities and courts. We assessed the movement in the litigations during the year and verified underlying documents such as appeals and submissions made by the Company. On this basis we assessed the possible outcome of each litigation and claim determined by the Company.
• Assessing the assumptions and critical judgements made by the Company which impacted the measurement of the provisions and contingent liabilities;
• Evaluating estimation process of the Company by comparing the estimates of prior year to the actual outcome;
For matters where the Company concluded no provisions are required but requires disclosure of contingent liability we have examined the adequacy and completeness of the disclosures made in the financial statements.

Revenue recognition See Note 21 to the Financial Statements

The key audit matter How the matter was addressed in our audit
• Revenue is recognised when the control over the underlying products has been transferred to the customer. Our audit procedures include:
• There is a risk that revenue amounts are recorded inconsistent with the customer agreements or invoices are raised in advance to early recognise the revenue considering that management might be under pressure of the stakeholders to achieve the targets to show better performance during the reporting period. • Assessing the Company's revenue recognition policyfor compliance with IndAS.
• We consider a risk of misstatement of the Financial Statements related to revenue recognised during the year and as at year end which may include • Testing the design implementation and operating effectiveness of the Company's controls on recording revenue.
- overstatement of revenues by recording revenues in the current reporting period which should be recognised in a subsequent year; or • Testing of controls around the timely and accurate recording of sales transactions which included evaluating the Company's lead time assessment and quantification of any sales reversals for undelivered goods based on the terms and conditions set out in the sales contracts and the transit time required to deliverthe goods.
- risk of recording fictitious revenue to achieve the targets • Verification of customer acknowledgment / lorry receipts details on selected statistical samples of revenue transactions recorded during the period as well as at period end.
• Accordingly revenue recognition during the year and as at year end is considered as a key audit matter.
Refer Note 21 to the Financial Statements.

Information Other than the Financial Statements andAuditor's ReportThereon

The Company's Management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the Financial Statements and our auditor'sreport thereon.

Our opinion on the Financial Statements does not cover the otherinformation and we do not express any form of ` assurance conclusion thereon.

In connection with our audit of the Financial Statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Financial Statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Management's and Board of Directors' Responsibilities forthe FinancialStatements

The Company's Management and Board of Directors are responsible for thematters stated in Section134(5) of the Act with respect to the preparation of theseFinancial Statements that give a true and fair view of the state of affairs profit/lossand other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS)specifed under Section133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions oftheActforsafe guarding 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 fraud orerror.

In preparing the Financial Statements the Management and Board ofDirectors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether theFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes ouropinion. 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 Financial Statements.

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

• Identify and assess the risks of material misstatement of theFinancial 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 theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection143(3)(i) of the Act we are also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of FinancialStatements 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 theFinancial Statements including the disclosures and whether the Financial Statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the FinancialStatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order2020("the Order") issued by the Central Government of India in terms ofSection143 (11) of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

c) The balance sheet the statement of profit and loss (including othercomprehensive income) the statement of changes in equity and the statement of cash flowsdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid Financial Statements comply with theInd AS specified under Section133oftheAct.

e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its Financial Statements - Refer Note 30 to theFinancial Statements.

b) The Company has long-term contracts as at 31 March 2022 for whichthere were no material foreseeable losses. The Company did not have any derivativecontracts as at 31 March 2022.

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

d) (i) The management has represented that to the best of itsknowledge and belief as disclosed in Note 42 to the financial statements no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entitiesincluding foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief as disclosed in Note 42 to the financial statements no funds have beenreceived by the Company from any persons or entities including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial mis-statement.

e) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

(C) With respect to the matter to be included in the Auditors' Reportunder Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of Section 197 oftheAct. The remuneration paid to anydirector is not in excess ofthe limit laid down under Section 197 oftheAct. The Ministryof Corporate Affairs has not prescribed other details under Section 197(16) of theActwhich are required to be commented upon by us.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No.: 116231 W/W-100024
Jeyur Shah
Partner
Place: Brisbane Australia Membership No. 045754
Date: 25 May 2022 UDIN: 22045754AJNWNY3100

Annexure A to the report on the Audit of the Financial Statements Withreference to the Annexure A referred to in the Independent Auditors' Report to the membersof the Company on the Financial Statements for the year ended 31 March 2022 we report thefollowing:

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of threeyears. In accordance with this programme certain property plant and equipment wereverified during the year. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Nodiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the financialstatements are held in the name of the Company except for the following which are notheld in the name of the Company:

PACING=0 BORDER=0 WIDTH=100% CELLPADDING=2>
Description of property Gross carrying value (INR in lakhs) Held in the name of Whether promoter director or their relative or employee Period held- indicate range where appropriate Reason for not being held in the name of the Company. Also indicate if in dispute
Depot Building at Goa and Kolkata 17.49 Lakhanpal National Limited No it is held in the erstwhile name of the company. 1992-1999 These properties have been received on acquisition of the Company through High Court order from Lakhanpal National Limited and Matsushita Lakhanpal Battery India Ltd. The Company is in the process of transferring title deeds.
Depot Building at Jaipur and Mumbai 65.00 Matsushita Lakhanpal Battery India Ltd. 2001-2004

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the management during the year. For stockslying with third parties at the year-end written confirmations have been obtained and forgoods-in-transit subsequent evidence of receipts has been linked with inventory records.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 more than 10% inthe aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beensanctioned any working capital limits in excess of five crore rupees in aggregate frombanks and financial institutions on the basis of security of current assets at any pointof time of the year. Accordingly clause 3(ii)(b) of the Order is not applicable to theCompany.

(iii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has not madeany investments in companies firms limited liability partnership or any other parties.The Company has granted loans to employees during the year in respect of which therequisite information is as below:

Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has granted loans to employees asbelow:

Particulars Aggregate amount during the year (Rs. In lakhs) Balance outstanding as at balance sheet date (Rs. In lakhs)
Employee Loans 36.24 61.43

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion grant of loans to employees in thenature of loans are prima facie not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan or advance inthe nature of loan granted falling due during the year which has been renewed or extendedor fresh loans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company the Company has neither made anyinvestments nor has it given loans or provided guarantee or security and therefore therelevant provisions of Sections 185 and 186 of the Companies Act 2013 are not applicableto the Company.Accordingly clause 3(iv)ofthe Order is not applicable.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Companies Act 2013 in respect of its manufacturedgoods and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. However we have not carried out a detailed examination of therecords with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise Sales tax and Value added tax during the year since effective 1 July2017 these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on thebasis of our examination of the records of the Company amounts deducted / accrued in thebooks of account in respect of undisputed statutory dues including Goods and Services Tax('GST') Provident fund Employees' State Insurance Income-Tax Duty of Customs Cess andother statutory dues have been regularly deposited by the Company with the appropriateauthorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Goods and Services Tax ('GST') Provident fundIncome-Tax Duty of Customs Cess and other statutory dues were in arrears as at 31 March2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to usstatutory dues relating to Goods and Service Tax Provident Fund Employees' StateInsurance Income-Tax Duty of Customs or Cess orotherstatutory dues which have not beendeposited on account of any dispute are as follows:

Name of Statute Nature of Dues Amount demanded (Rs in lakhs) Amount under dispute not deposited (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Customs Act 1962 Custom duty 81.81 81.81 March 2011 to September 2012 Gujarat High Court
Customs Act 1962 Custom duty 13.89 12.84 FY 2018-19 Add. Commi. JNCH Mumbai
Finance Act 1994 Service tax 101.28 95.20 2013 to 2016 CESTAT A'bad
Sales Tax Sales Tax 102.58 84.92 1995 - 2014 Sales Tax Tribunal
Sales Tax Sales Tax 7.32 7.32 FY 1996-97 High Court
Sales Tax Sales Tax 287.03 215.24 2005 - 2018 Appeals Authorities Commissioner (Appeals)
Income Tax Act 1961 Income Tax 565.04 - FY 2002-2003 Gujarat High Court
Income Tax Act 1961 Income Tax 9.43 7.55 FY 2011-12 Commissioner of Appeals Income Tax
ESI Act 1948 ESIC 2.42 2.42 1986 to 2003 Deputy Regional Director

Also we confirm that there are no other disputes other than thosestated in the table above.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company did not haveany loans or borrowings from banks or financial institutions or any other lender duringthe year. Accordingly Clause 3(ix) (a) is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a willful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us by themanagement the Company has not obtained any term loans during the year. Accordinglyclause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) &(f) The Company does not hold any investment in anysubsidiary associate or joint venture (as & defined under Companies Act 2013) duringthe year ended 31 March 2022.Accordingly clauses 3(ix)(e) and 3(ix)(f) are notapplicable.

(x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments).Accordingly clause3(x)(a)ofthe Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

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

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the CompaniesAct 2013 has been filed bythe auditors in FormADT-4 as prescribed under rule 13 of Companies (Audit andAuditors)Rules 2014 with the Central Government.

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

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the CompaniesAct 2013 where applicable and the details of the related partytransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of theCompaniesAct 2013 are not applicable to the Company.

(xvi) (a)&(b) The Company is not required to be registered underSection 45-IAof the Reserve Bankof India Act 1934.Accordingly clause 3(xvi)(a) andclause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bankof India.Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) The Company is not part of any group (as per the provisions of theCore Investment Companies (Reserve Bank) Directions 2016 as amended). Accordingly therequirements of clause 3(xvi)(d) are not applicable

(xvii) The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

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

(xix) (a) & (b) In our opinion and according to the information andexplanations given to us there is no unspent amount under sub-section (5) of section 135of the Companies Act 2013 pursuant to any project. Accordingly clauses 3(xix)(a) and3(xix)(b) of the Order are not applicable.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No.: 116231 W/W-100024
JeyurShah
Partner
Place: Brisbane Australia Membership No. 045754
Date: 25 May 2022 UDIN: 22045754AJNWNY3100

Annexure B to the report on the Audit of the Financial Statements ofPanasonic Energy India Company Limited for the year ended 31 March 2022

Report on the internal financial controls with reference to theaforesaid financial statements under Clause (i) of Sub-section3 of Section 143 of theCompanies Act 2013 ("the Act")

(Referred to in paragraph 2 (A) (f) under 'Report on Other Legal andRegulatory Requirements' sectionof our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Panasonic Energy India Company Limited ("the Company")as of 31 March 2022 in conjunction with our audit of the Financial Statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's Management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrol with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder Section143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

A Company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of Management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company's assets that could have a material effecton the Financial Statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to the Financial Statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

For B S R & Associates LLP
Chartered Accountants
Firm's Registration No.: 116231 W/W-100024
Jeyur Shah
Partner
Place: Brisbane Australia Membership No. 045754
Date: 25 May 2022 UDIN: 22045754AJNWNY3100

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