Religare Enterprises Ltd.
|BSE: 532915||Sector: Financials|
|NSE: RELIGARE||ISIN Code: INE621H01010|
|BSE 12:07 | 30 Sep||45.00||
|NSE 11:59 | 30 Sep||44.55||
|Mkt Cap.(Rs cr)||1,165|
|Mkt Cap.(Rs cr)||1164.78|
Religare Enterprises Ltd. (RELIGARE) - Auditors Report
Company auditors report
TO THE MEMBERS OF RELIGARE ENTERPRISES LIMITED Report on the Audit ofthe Standalone Financial Statements Qualified Opinion
1. We have audited the accompanying standalone financial statements ofReligare Enterprises Limited ("the Company") which comprise the Balance Sheetas at March 312019 the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flow for the yearthen ended and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone financial statements").
2. In our opinion and to the best of our information and according tothe explanations given to us except for the effects of the matters described in the Basisfor Qualified Opinion section of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 ("the Act) in the manner sorequired and give a true and fair view in conformity with Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("IND AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2019the loss and total comprehensive income changes in equity and its cash flow for the yearended on that date.
Basis for Qualified Opinion
3. Attention is invited to Note No 32.6 of the standalone financialstatements of the company relating to pending REL's application with Hon'bleHigh Court of Delhi for staying the redemption of 1500000 non-convertible preferenceshares of the Company held by Oscar Investments Limited Promoter's Group Company anddue on October 31 2018 with an approx redemption value of Rs. 4190.28 lakhs. Pendingthe outcome of the application we are unable to comment the likely implication on thefinancial statements.
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit ofthe Standalone 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 together with the ethical requirements that are relevant to our auditof the Standalone financial statements under the provisions of the Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ourqualified opinion on the standalone financial statements.
Emphasis of Matter
4. Attention is invited to Note No - 32.5 of the standalone financialstatements of the company with respect to the appeal filed with Hon'ble Debt RecoveryAppellate Tribunal against dismissal of application filed by the company for vacation ofstay dated Mar 21 2018 qua the company and deletion of Company's name from the legalproceedings between Axis Bank & Religare Capital Markets International (Mauritius)Limited (i.e. RCMIML) wherein the company had issued the non -disposal undertaking( i.e.NDU) with respect to the shares of Religare Health Insurance Company Limited (i.e. RHICL)for a standby letter of credit facility availed by RCMIML from Axis Bank (claimed amountof Rs 31293 lacs). The management has represented that it has been legally advised thatthe said NDU does not contemplate any payment/ repayment obligations on the company incase of any default on the part of RCMIML. We have relied on the representation ofthemanagement.
Our report is not modified in respect of this matter.
Key Audit Matters
5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the Standalone Financial Statements ofthe current period. These matters were addressed in the context of our audit of theStandalone Financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters. We have determined the matters describedbelow to be the key audit matters to be communicated in our report.
Information Other than the Standalone Financial Statements andAuditor's Report Thereon
6. The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Company's annual report particularly with respect to the ManagementDiscussion and Analysis Board's Report including Annexures to Board's ReportBusiness responsibility report and Corporate Governance report but does not include thestandalone financial statements and our auditor's report thereon. The otherinformation is expected to be made available to us after the date of this auditor'sreport.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
When we read the other information identified above if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
7. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with IND AS and the accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the standalone financial statements the 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 are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements
8. Our objectives are to obtain reasonable assurance about whether theStandalone Financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone 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 thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. Ifwe conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.
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 standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits ofsuchcommunication.
9. The comparative financial information of the Company for the yearended March 312019 and the transition date opening balance sheet as at April 012017included in these Standalone Financial Statements are based on the previously issuedstatutory financial statements prepared in accordance with the Accounting StandardsSpecified under Section 133 of the Act read with relevant rules issued there under andother accounting principles generally accepted in India audited by us in our report forthe year ended March 31 2018 dated May 30 2018 and predecessor auditor whose report forthe year ended March 31 2017 dated June 29 2017 respectively expressed a unmodifiedopinion on those Standalone Financial Statements as adjusted for the differences in theaccounting principles adopted by the Company on transition to the Ind AS which have beenaudited by us.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order2016("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the companies Act 2013 we give in theAnnexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.
2. As required by Section 143(3) of the Act based on our audit wereport that:
a) We have sought and except for the matters referred to in paragraph 3above obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
b) In our opinion except for the indeterminate effect of the mattersreferred to paragraph 3 above proper books of account as required by law have been keptby 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 Statement of Changes in Equity and the Statement of Cash Flow dealtwith by this Report are in agreement with the relevant books of account except for ourqualification as mentioned above.
d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act read with relevant rules issuedthereunder.
e) On the basis of the written representations received from thedirectors as on March 312019 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 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 overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B". Our report expresses a modified opinionon the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.
g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) ofthe Act asamended:
In our opinion and to the best of our information and according to theexplanations given to us remuneration paid by the company to its whole-time directorduring the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best ofour information and according tothe explanations given to us:>
(i) The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements (refer note no. 32).
(ii) The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.
(iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.
ANNEXURE A' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under Report on Other Legal andRegulatory Requirements' section of our report to the
Members of Religare Enterprises Limited of even date)
i. In respect of the Company's fixed assets:
a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
b) According to the information and explanation provided to us thefixed assets has been physically verified by the management during the year. In ouropinion the frequency of such verification is reasonable having regard to the size of thecompany and the nature of its fixed assets. The discrepancies if any noticed on suchphysical verification has been properly dealt with in the books of account.
c) According to the information and explanations given to us and on thebasis of our examination of records of the company the title deeds of immovableproperties are held in the name of the Company/erstwhile company merged in the company inearlier year.
ii. The Company is engaged in the business of rendering services andlending money consequently does not hold any inventory. Accordingly Clause (ii) of Para3 of the order is not applicable to the Company.
iii. As per the information and explanation given to us and on thebasis of our examination of the records the Company has not granted any loans secured orunsecured to companies firms Limited Liability Partnerships or other parties covered inthe register maintained under section 189 ofthe Companies Act 2013.
iv. As per the information and explanation given to us and on the basisof our examination of the records the Company has not granted any loans or made anyinvestment or provided any guarantees or security to parties covered under section 185.
As per the information and explanation given to us and on the basis ofour examination of the records the company has complied with the provisions of section186 ofthe Companies Act 2013 in respect of the loans and investments made and guaranteesand security provided by it.
v. In our opinion and as per the information and explanation providedto us the Company has not accepted any deposits from the public within the meaning ofdirectives issued by the Reserve Bank of India and provisions of sections 73 to 76 or anyother relevant provisions of the Companies Act 2013 and the rules framed thereunder tothe extent notified.
vi. As per the requirement under section 148(1) of Companies Act 2013the Central government has not prescribed for maintenances of the cost records for any ofthe products of the company. Accordingly Clause (vi) of Para 3 of the order is notapplicable to the Company.
vii. According to the information and explanations given to us inrespect of statutory dues:
a) According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company is generally regular indepositing undisputed statutory dues in respect of provident fund employees' stateinsurance income tax sales tax value added tax service tax Goods and Services Taxcess and other material statutory dues as applicable with the appropriate authorities withslight delays in certain cases. Further there were no undisputed amounts outstanding atthe year-end for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of income tax service tax salestax value added tax and Goods and Services Tax which have not been deposited on accountof any dispute except for the following:
* Partial amount of Rs. 3000000 has been paid under protest.
** Inclusive of Penalty of Rs. 1058180
viii. In our opinion and according to the information &explanations given to us the company has defaulted in repayment of loan or borrowing tofinancial institution i.e Religare Finvest Limited its subsidiary which is a non -banking finance company as per Section 45I of RBI Act 1934.
However The Company has not taken any loans or borrowings from anybank and Government.
Lender wise details are as follows:
*The amount is exclusive of interest thereon.
ix. As per the information and explanation given to us and on the basisof our examination of the records the company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments) or term loans and hencereporting under clause (ix) of para 3 of the order is not applicable to the company.
x. As per the information and explanation given to us and on the basisof our examination of the records we have neither come across any instance of materialfraud by the company or on the company by its employees noticed or reported during theyear nor have been informed of such case by the management.
xi. As per the information and explanation given to us and on the basisof our examination of the records the Company has paid/ provided managerial remunerationin accordance with the requisite approvals mandated by the provisions of Section 197 ofCompanies Act 2013 read with Schedule V to the Act.
xii. The company is not Nidhi Company. Accordingly Clause (xii) ofPara 3 of the order is not applicable to the Company.
xiii. As per the information and explanation given to us and on thebasis of our examination of the records the company has transacted with the relatedparties which are in compliance with sections 177 and 188 of Companies Act 2013 and thedetails have been disclosed in the financial statements as required by IND AS 24.
xiv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has made preferentialallotment of warrants convertible into equity shares during the year and requirements ofSection 42 of the Companies Act 2013 have been complied with. The company had dulyutilised the funds received from the warrant holders for the purposes forwhich it has beenraised.
xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.
xvi. The Company is required to and has been registered under section45-IAof the Reserve Bank of India Act 1934 as a Core Investment Company (CIC).
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act").
We have audited the internal financial controls over financialreporting of Religare Enterprises Limited ("the Company") as at March 312019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing andmaintaining internal financial controls based on "the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India". 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 safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness ofthe accounting records and the timely preparation of reliable financialinformation as required under the Act.
Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) ofthe Act 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
According to the information & explanation given to us and based onour audit the following material weaknesses has been identified in the Company'sinternal financial controls overfinancial reporting:-
During the current financial year the Company has initiated theprocess of updating the documentation for Micro Small & Medium Enterprises as perMSMED Act 2006 however conclusion ofthe same is yet to be achieved.
Amaterial weakness' is a deficiency ora combination ofdeficiencies in internal financial control overfinancial reporting such that there is areasonable possibility that a material misstatement of the company's standalonefinancial statements will not be prevented or detected on a timely basis.
In our opinion to the best of our information and according to theexplanation given to us except for the possible effects of the material weaknessesdescribed above on the achievement of the objectives of the control criteria the Companyhas maintained in all material respects adequate internal financial controls overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as on March 312019 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.
We have considered the material weaknesses identified and reportedabove in determining the nature timing and extent of audit tests applied in our audit ofthe standalone financial statements of the Company for the year ended March 31 2019 andthe material weakness does not affect our opinion on the said standalone financialstatements of the Company.