To the Members of
RAVINDRA ENERGY LIMITED
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of RAVINDRAENERGY LIMITED ("the Company") which comprise the Balance Sheet as at March31 2021 and the Statement of Profit and Loss including Other Comprehensive IncomeStatement 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. In our opinion and to the best of our information andaccording to the explanations given to us the aforesaid Standalone Ind AS financialstatements give the information required by the Companies Act 2013 as amended ("theAct") in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2021 and its loss including other comprehensive income changes inequity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditors Responsibilities for the Auditof the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAIs Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Ind AS financial statements for the financialyear ended March 31 2021. These matters were addressed in the context of our audit of theStandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters.
i. The Company has initiated process of merger with its wholly owned subsidiary AgriVentures Trading & Investments Private Limited (AVTIPL) and approvals are awaited fromthe competent authorities.
Against the approval of this merger the Company will be absorbing carried forwardlosses of AVTIPL as on 31st March 2021 ` 624.72 Mn. Due to this post-merger Other Equityof the Company shall get reduced to that extent.
The Companys Board of Directors is responsible for the other information. Theother information comprises the information included in the annual report but does notinclude the Standalone Ind AS financial statements and our auditors report thereon.Our opinion on the Standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon. In connectionwith our audit of the Standalone Ind AS financial statements our responsibility is toread the other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Responsibility of Management for Standalone Financial Statements
The Companys Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 Standalone Ind AS financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the Standalone Ind AS financial statements management is responsible forassessing the Companys ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Companys financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditors report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Standalone Ind AS financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal 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 managements use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompanys ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors report. However future events or conditionsmay cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 ("theOrder") issued by the Central Government in terms of sub-section (11) of section 143of the Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 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 purpose 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 including Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;
d. In our opinion the aforesaid standalone Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act read with relevant rulesthereunder;
e. On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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"; and
g. With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company have disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 34(1)(c) to the Standalone Ind ASfinancial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses under applicable laws or accountingstandards.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
K N Prabhashankar & Co.
Firm Regn. No. 004982S
A. Umesh Patwardhan
Membership No. 222945
Date: June 092021
Annexure A to the Auditors Report
The Annexure referred to in our report to the members of Ravindra Energy Limited forthe year ended March 31 2021. We report that:
i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us all fixed assets have been physically verified by the managementduring the year periodically which in our opinion is reasonable having regard to the sizeof the Company and nature of its assets. No material discrepancies were noticed on suchphysical verification.
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) With regard to inventory physical verification has been conducted by themanagement at reasonable intervals and no significant material discrepancies were noticedon the physical verification of stocks and the differences between the book stocks and thephysical stocks have been properly dealt with in the books of account.
iii) The Company has granted loans to parties covered in the register maintained undersection 189 of the Companies Act 2013.
a) In our opinion and according to the information and explanations provided to us theterms and conditions of the grant of such loans are prima facie not prejudicial to theCompanys interest.
b) The principal amount is repayable on demand and there is no repayment schedule. TheCompany is not regular in receipt of interest. We are unable to make specific comment onthe regularity of repayment of principal and interest.
c) In respect of the said loans and interest thereon the same is repayable on demandand therefore the question of overdue principal amount for more than ninety days does notarise.
iv) In respect of the loans investments guarantees and security the Company hascomplied with the provisions of section 185 and 186 of the Companies Act 2013.
v) According to the information and explanations given to us the Company has notaccepted any deposits hence reporting on clause (v) of the order is not applicable.
vi) The Central Government has prescribed maintenance of cost records u/s. 148(1) ofthe Companies Act 2013 for some products of the Company. We have broadly reviewed theserecords of the Company and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not carried out a detailedexamination of such records.
vii) a) According to the information and explanations given to us and as per books andrecords examined by us there are no undisputed amounts payable in respect of ProvidentFund Employees State Insurance Income Tax
Sales Tax Service Tax Goods and Services Tax Duty of Custom Duty of Excise ValueAdded Tax Cess and any other Statutory Dues with appropriate authorities outstanding asat March 31 2021 for a period exceeding six months from the date they became payable.
b) According to the information and explanations given to us and as per the recordsexamined by us the disputed statutory dues aggregating to Rs. 39.60 million that have notbeen deposited on account of disputed matters pending before appropriate authorities areas under:
|Sl No Name of the Statute ||Nature of Dues ||Amount (Rs in Mn) ||Period ||Forum where Dispute is pending |
|1 The Maharashtra Value Added Tax Act 2002 ||Purchase Tax ||23.36 ||2009-10 ||Sales Tax Tribunal Mumbai |
|2 The Maharashtra Value Added Tax Act 2002 ||Purchase Tax ||6.55 ||2008-09 ||Sales Tax Tribunal Mumbai |
|3 Income Tax Act 1961 ||Income tax ||9.69 ||2015-16 ||Commissioner of Income Tax |
|Grand Total || ||39.60 || || |
viii) The Company has borrowed funds from banks and by way of fully convertibledebentures but has not raised funds from financial institutions. The Company has notdefaulted in repayment of dues to banks.
ix) The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) during the year.
x) As per information and explanations given to us and on the basis of our examinationsof books and records there were no frauds on or by the Company has been noticed orreported during the year.
xi) The Company has paid/provided the managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V of theCompanies Act 2013.
xii) This is not a Nidhi Company hence reporting under clause (xii) does not apply.
xiii) As per information and explanations given to us and on the basis of ourexaminations of books and records all the transactions with the related parties are incompliance with Section 177 and 188 of Companies Act 2013 wherever applicable and thedetails have been disclosed in the Financial Statements as required by the applicableaccounting standards.
xiv) The Company has not made any preferential allotment or private placement of sharesbut has issued fully convertible debentures during the year under review.
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 any non-cashtransactions with directors or persons connected with them and hence reporting on thisclause is not applicable.
xvi) The Company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.
| ||K N Prabhashankar & Co. |
| ||Chartered Accountants |
| ||Firm Regn. No. 004982S |
| ||Sd/- |
| ||A. Umesh Patwardhan |
| ||Partner |
|Place: Belagavi ||Membership No. 222945 |
|Date: June 09 2021 ||UDIN: 21222945AAAABQ3583 |
Annexure B to the Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of RavindraEnergy Limited ("the Company") as of March 31 2021 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
Managements Responsibility for Internal Financial Controls
The Companys 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 Companys policies the safeguardingof its 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 auditors 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 Companys internal financial controlssystem over 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial 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 2021 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.
| ||K N Prabhashankar & Co. |
| ||Chartered Accountants |
| ||Firm Regn. No. 004982S |
| ||Sd/- |
| ||A. Umesh Patwardhan |
| ||Partner |
|Place: Belagavi ||Membership No. 222945 |
|Date: June 09 2021 ||UDIN: 21222945AAAABQ3583 |