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RTS Power Corporation Ltd.

BSE: 531215 Sector: Engineering
NSE: N.A. ISIN Code: INE005C01017
BSE 00:00 | 02 Dec 111.00 -0.30
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NSE 05:30 | 01 Jan RTS Power Corporation Ltd
OPEN 112.95
PREVIOUS CLOSE 111.30
VOLUME 252216
52-Week high 119.70
52-Week low 44.25
P/E 18.47
Mkt Cap.(Rs cr) 102
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 112.95
CLOSE 111.30
VOLUME 252216
52-Week high 119.70
52-Week low 44.25
P/E 18.47
Mkt Cap.(Rs cr) 102
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RTS Power Corporation Ltd. (RTSPOWERCORPN) - Auditors Report

Company auditors report

To the Members of

RTS Power Corporation Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of RTSPower Corporation Limited ("the Company") which comprise the Balance Sheet asat March 31 2022 and the Statement of Profit & Loss (Including Other ComprehensiveIncome) Statement of Changes in Equity and Cash Flow Statement for the year then endedand Notes to the standalone financial statements including a summary of significantaccounting policies and Other Explanatory Notes for the year ended on that date(hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsnotified under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2022and its profit (including comprehensive income) changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) as notified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the "Auditors' 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 (ICAI) together with the ethical requirements that are relevant toour audit of the standalone financial statements under the provisions of the Act and theRules 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 opinion on thestandalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have considered the matters described below to bethe key audit matters for incorporation in our Report.

We have fulfilled the responsibilities described in the "Auditors'Responsibilities for the Audit of the Standalone Financial Statements" section of ourreport including in relation to this matters. Accordingly our audit included theperformance of procedure designed to respond to our assessment of the risks of materialmisstatement of the standalone financial statements. The result of our audit proceduresincluding the procedures performed to address the matters below provide the basis of ouropinion on the accompanying standalone financial statements.

Key Audit Matters Addressing the Key Audit Matters
Verification of Inventories and Valuation thereof As at March 31 2022 the Company has Rs. 1519.30 Lakhs of Inventories (Note No. 13 of the standalone financial statements). Our audit procedures based on which we arrived at the conclusion regarding reasonableness of determination of year-end inventory and valuation thereof include the following:
Given the size of the Inventory relative to the total assets of the Company and the estimates and judgements described below the determination and valuation of Inventory required significant audit attention. • Evaluating the accounting policy followed for valuation of inventory and appropriateness thereof with respect to relevant accounting standards in this respect.
As disclosed in Note 3.11 Inventories are held at lower of cost or Net Realizable Value determined using the First in First Out method. • Review of the process of physical verification and reconciliation with the book stock.
At year end valuation of Inventories is reviewed by the management and the cost of Inventory is reduced in cases where the Net Realizable value is lower. • Understanding and testing the design and operating effectiveness of controls as established by the management in determination of cost of production and inventory and consistency with respect to policy followed in this regard.
Management reviews the Ageing reports together with historical trends to estimate the likely future saleability of slow moving and older inventory items and performed a line-by-line analysis to ensure that it is stated at the lower of cost or net realizable value . • Assessing the adequacy of the method used relevance and reliability of data and the systems & procedures followed for arriving at the cost of inventory.
• We have examined the valuation process/ methodology and checks being performed at multiple levels to ensure that the valuation is consistent with and as per the policy followed in this respect.
Trade Receivables
Gross Trade Receivable of the Company is Rs. 1368.59 Lakhs as on March 31 2022. Our audit procedures based on which we arrived at the conclusion regarding the carrying amount of Trade Receivables include the following:
This includes significant amounts which have fallen due for payment and are lying outstanding for a considerable period of time. (Note No. 15 of the standalone financial statements) • We obtained an understanding from the Management assessed and tested the design and operating effectiveness of the Company's key controls over the recoveries against the outstanding amounts and resultant impairment assessment of material
The Company evaluates whether there is any objective evidence that trade receivables are impaired and determines the amount of impairment allowance as a result of the inability of the customers to make required payments. Trade Receivables;
The Company bases the estimates on the ageing of the trade receivables balance creditworthiness of the trade receivables and historical write-off experience. • We reviewed Management's assessment and evaluation on the credit worthiness of the major trade receivables and historical trends and current dealing with the customers;
• We further discussed with the Management the adequacy of the impairment as recognised and reviewed the supporting documents provided in relation to such assessment.
Provisions and Contingencies
Recognition of provision and/or disclosure for contingencies are based on estimates requiring application of judgement with respect to existing facts and circumstances which are subject to variation on actual crystallization. Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the Contingent Liabilities include the following:
The Company has certain outstanding matters involving direct and indirect taxes which are pending before appropriate authorities. (Note 46 of Standalone Financial Statements) • We tested the effectiveness of controls for estimating the possible effect of matters keeping in view the provisions of the relevant laws and regulations;
Management judgment for estimating the possible outflow of resources if any in respect of contingencies/ claim/ litigations/ against the Company is essential as it is not possible to predict the outcome of pending matters with accuracy. • We discussed with management the recent developments and the status of the matters having significant application;
• We reviewed Management's judgements relating to the estimates keeping in view the expected outcome thereof;
• Due consideration has been given to experts' view and opinion on the matters of significance;
• Reviewed the appropriateness and adequacy of amounts involved as required in terms of the requirement of IND AS 37 "Provisions Contingent Liabilities and Contingent Assets".

Information other than the Standalone Financial Statements andAuditors' Report Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in Annual report butdoes not include the Standalone Financial Statements and Consolidated Financial Statements

and our auditors' report thereon. Our opinion on the StandaloneFinancial Statements does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these Standalone FinancialStatements that give a true and fair view of the standalone financial position Standalonefinancial performance including other comprehensive income standalone changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards notified under section 133 ofthe Act.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error. In preparing the StandaloneFinancial Statements management is responsible for assessing the Company's ability tocontinue as a going concern disclosing as applicable matters related to going concernand using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditors' Responsibility for the Audit of the Standalone FinancialStatements

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 auditors' report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with Standard on Auditing (SAs) will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of theseStandalone 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 control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system with reference toStandalone Financial Statements 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;

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's 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 conditions maycause the Company to cease to continue as a going concern; and

• 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 Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the Standalone FinancialStatements.

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 we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour 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 auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would 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) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. 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 standalone Balance Sheet the standalone Statement of Profit andLoss (including Other Comprehensive Income) the Standalone Statement of Changes in Equityand the Standalone Cash Flows Statement dealt with by this Report are in agreement withthe books of account;

d) In our opinion the aforesaid Standalone Financial Statements complywith the Indian Accounting Standards notified under Section 133 of the Act read withCompanies (Indian Accounting Standards) Rules 2015 as amended from time to time

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

f) With respect to the adequacy of the internal financial controls withreference to Standalone Financial Statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".Our report expresses an unmodified opinion on the adequacy and operating effectiveness ofthe Company's internal control with reference to Standalone Financial Statements; and

g) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 itsfinancial position in its Standalone Financial Statements - Refer Note 46 of theStandalone Financial Statements;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

iv a. The management has represented that to the best of its knowledgeand belief as disclosed in note no. 60 to the standalone financial statements no fundshave been advanced or loaned or invested (either from borrowed funds or securities premiumor any other sources or kind of funds) by the Company to or in any other person(s) orentity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

b. The management has represented that to the best of its knowledgeand belief as disclosed in note no. 60 to the standalone financial statements no fundshave been received by the Company from any person(s) or entity(ies) including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Parties ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries; and

c. Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

v. The Company has not declared any dividend during the year.

3. With respect to the reporting under Section 197 (16) of the Act tobe included in the Auditors' Report in our opinion and according to the information andexplanations given to us the Remuneration (including Sitting fees) paid by the Company toits Directors during the current year is in accordance with the provisions of Section 197of the Act and is not in excess of the limit laid down therein.

"Annexure A" to the Independent Auditor's Report :

(Referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date to the members of M/s RTS POWERCORPORATION LIMITED)

i. In respect of the Company's property plant and equipment andintangible assets

a. A. The Company has maintained proper records showing fullparticulars including quantitative details and situations of its property plant andequipment;

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

b. During the year property plant and equipment have been physicallyverified by the management according to a regular program of verification which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification;

c. According to the information and explanations given to us and basedon our examination of the relevant records of the Company the title deeds of allimmovable properties (other than properties where the Company is lessee and leaseagreements are duly executed in favour of the lessee) as disclosed in note no. 5 onproperty plant and equipment to the standalone financial statements are held in the nameof the Company as on the balance sheet date;

d. The Company has not revalued any of its property plant andequipment (including right-of- use assets) and intangible assets during the year.Accordingly reporting under paragraph 3(i)(d) of the Order is not applicable to theCompany;

e. According to the information and explanations given to us and asrepresented by the management no proceedings have been initiated during the year or arepending against the Company as at the 31st March 2022 for holding any benami propertyunder the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and rules madethereunder as amended from time to time. Accordingly reporting under paragraph 3(i)(e)of the order is not applicable to the Company.

ii. According to the information and explanations given to us and basedon our examination of the books of account of the Company:

a. The inventories of the Company have been physically verified by themanagement during the year at reasonable intervals and in our opinion coverage andprocedure of such verification by the management is appropriate having regard to the sizeof the Company and nature of its inventory. The discrepancies noticed on physicalverification of inventories were not 10% or more in aggregate for each class of inventoryand have been properly dealt with in the books of the account;

b. The Company has been sanctioned working capital limits in excess offive crore rupees in aggregate from banks on the basis of security of certain currentassets in respect of which monthly statements (hereinafter referred to as"Statements") have been filed with the banks. These Statements have beenprepared in accordance with the books of account

"Annexure A" to the Independent Auditor's Report :

and there are no material differences at the quarter ends in thisrespect other than those as set out below:

(Rs in Lakhs)

Quarter ended

Amount of current assets as charged to the banks

Differential amount with respect to books of account

As per books of account As per the Statements filed with the Banks
30th June 2021 3167.98 2137.99 1029.99
30th September 2021 3279.36 1939.65 1339.71
31st December 2021 3533.54 2487.33 1046.21
31st March 2022 2887.89 1938.81 949.08

The books of account shows total trade receivable whereas whilesubmitting the statement trade receivable having ageing of less than 90 days areconsidered as per the requirement of the loan agreement.

iii. a. The Company has made investment in company and grant loan toits wholly owned subsidiary.

Other than this the company has not provided any guarantee or securityor granted any advance in the nature of loans or secured or unsecured to CompaniesFirms Limited Liability Partnerships or any Other Parties during the year. The details ofthe loan given as above are as follows:

Aggregate amount granted during the year - Subsidiary Rs. Nil
Balance outstanding as at balance sheet date in respect of above. Rs. 270 Lakhs

b. Based on the information and explanations provided by the companythe investment made and the terms and conditions under which such loan were made are notprejudicial to the Company's interest. Other than this the company has not provided anyguarantees or given any security.

c. As per information and explanation provided to us repaymentschedule has been stipulated for the loan.

d. There is no overdue amount hence reporting under clause 3(iii)(d)is not required.

e. As no amount has fallen due during the year reporting under clause3(iii)(e) of the order is not applicable.

f. Based on our verification of records of the company and informationand explanation given to us the company has not granted any loan without specifying anyterms of period of repayment. So reporting under clause 3(iii)(f) is not required.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of section 186 of the Act withrespect to the investments made. As the company has not granted any loan to directors orto parties wherein directors are interested provisions of section 185 is not applicable tothe company.

v. According to the information and explanation given to us and basedon our examination of the books and records of the Company the Company has neitheraccepted any deposits or amount deemed to be deposits from public covered under Sections73 to 76 or any other relevant provisions of the Act and rules framed thereunder.Accordingly reporting under paragraph 3(v) of the order is not applicable to the Company.

vi. We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under Section 148 (1) of the Act in respect of the Company's products to which thesaid rules are made applicable and are of the opinion that prima facie the prescribedrecords have been maintained. We have however not made a detailed examination of thesaid records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us andbased on our examination of the books of account:

a. During the year the Company has generally been regular indepositing with appropriate authorities undisputed statutory dues including goods andservices tax provident fund employees' state insurance income tax sales tax servicetax duty of customs duty of excise value added tax cess and any other statutory duesas applicable to it. There are no undisputed amounts in respect of goods and services taxprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and any other material statutory dues inarrears as at March 31 2022 for a period of more than six months from the date theybecame payable;

b. The details of statutory dues referred to in sub clause (vii)(a)above which have not been deposited on account of any dispute are as follows:

Name of the Statute Nature of Dues Period to which the Amount relates Amount (Rupees in Lakhs) Forum Where dispute is Pending
Value Added Tax and Central Sales Tax Act 1956 VAT CST including interest thereon 2007-08 14.99 Revision pending before Tax
2008-09 20.84 Board Rajasthan
2009-10 19.44
2010-11 24.13
2011-12 49.73
The Central Excise Act 1944 Excise Duty Apr-14 to Jan-17 59.60 Revision pending before Commissioner Appeals
West Bengal Value Added tax Act 2003 Value Added tax 2009-10 40.46 Revision pending before Appellate Authority of Sales Tax
The Central Excise Act 1944 Service tax 2010-11 to 2013-14 51.83 Revision pending before Customs Excise and Service Tax Appellate Tribunal (CESTAT)
West Bengal Value Added Tax Act 2003 Central Sales Tax 2016 - 17 1.88 Revision pending before Appellate Authority of Sales Tax
The Central Excise Act 1944 Service tax 2014 - 15 & 2015 - 16 7.20 Assistant Commissioner Circle - V Central tax Audit
The Central Excise Act 1944 Excise Duty 2014 - 15 & 2015 - 16 18.63 Assistant Commissioner Circle - V Central tax Audit
West Bengal Value Added Tax Act 2003 VAT 2016 - 17 0.62 West Bengal Taxation Tribunal

viii. In our opinion and on the basis of information and explanationsgiven to us and as represented by the management we have neither come across nor havebeen informed of transactions which were previously not recorded in books of account andthat have been surrendered or disclosed as income during the year in the tax assessmentsunder the Income Tax Act 1961 and accordingly reporting under paragraph 3 (viii) of theOrder is not applicable.

ix. In our opinion and on the basis of information and explanationsgiven to us and based on our examination of the books of account of the Company:

a. During the year the Company has not defaulted in repayment of loansor other borrowings or in the payment of interest to any lender;

b. The Company has not been declared wilful defaulter by any bank orfinancial institution or any other lenders;

c. During the year no term loan has been availed by the Company andaccordingly reporting under paragraph 3(ix)(c) of the Order is not applicable;

d. According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the standalone financialstatements of the Company we report that no funds raised on short term basis have beenused for long term purposes by the Company;

e. The Company has not taken any funds from any entity or person onaccount of or to meet obligation of its Subsidiary. The Company does not have anyassociates or joint ventures; and

f. The Company has not raised loans during the year on the pledge ofsecurities held in its Subsidiary. The Company does not have any associates or jointventures.

x. According to the information and explanations given to us and basedon our examination of the books of account of the Company:

a. The Company has not raised any money by way of initial public offeror further public offer (including debt instruments) during the year and hence reportingunder paragraph 3(x)(a) of the Order is not applicable;

b. The Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally) during theyear and accordingly reporting under paragraph 3(x)(b) of the Order is not applicable.

xi. a. During the course of our examination of books and records of theCompany carried out in

accordance with generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither come across anyinstance of fraud by the Company or on the Company noticed or reported during the yearnor have been informed of any such cases by the management;

b. No report under sub-section (12) of section 143 of the Act has beenfiled in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules2014 (as amended from time to time) with the Central Government during the year and up tothe date of this report;

c. According to the information and explanation given to us and basedon our examination of the books of account of the company no whistle blower complaintshave been received during the year by the company. Accordingly reporting under paragraphxi (c) of the order is not applicable.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company and accordingly the Nidhi Rules 2014 isnot applicable to it hence the reporting under paragraph 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with provisions of sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the standalonefinancial statements as required by the applicable accounting standards.

xiv. a. The Company has appointed a firm of Chartered Accountants tocarry out the internal audit

of the Company. In our opinion and according to the information andexplanations given to us the internal audit system is commensurate with the size andnature of its business. b. We have considered during the course of our audit the reportsof the internal auditor for the period under audit issued to the Company during the yearand till date in determining the nature timing and extent of our audit procedures inaccordance with the guidance provided in SA 610 "Using the work of InternalAuditors".

xv. According to the information and explanations given to us and asrepresented to us by the management and based on our examination of the records of theCompany the Company has not entered into non-cash transactions with directors or personsconnected with them and hence reporting under paragraph 3(xv) of the Order is notapplicable.

xvi. According to the information and explanations given to us andbased on our examination of the books and records of the Company:

a. The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934;

b. The Company has not conducted any non-banking financial or housingfinance activities during the year;

c. The Company is not a Core Investment Company (hereinafter referredto as "CIC") as defined in the Core Investment Companies (Directions) 2016 asamended from time to time issued

by the Reserve Bank of India and hence reporting under paragraph3(xvi)(c) of the Order is not applicable; and

d. In our opinion and based on the representation received from themanagement there is no core investment company within the Group (as defined in the CoreInvestment Companies (Reserve Bank) Directions 2016) and accordingly reporting underparagraph 3(xvi)(d) of the Order is not applicable.

xvii. Based on the examination of the books of accounts we report thatthe Company has not incurred cash losses in the current financial year covered by ouraudit or in the immediately preceding financial year.

xviii. There has been no resignation of statutory auditors during theyear and hence reporting under paragraph 3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us andbased on the financial ratios (refer note no.62) to the standalone financial statements)ageing and expected dates of realization of financial assets and payment of financialliabilities other information accompanying standalone financial statements our knowledgeof the Board of Directors and management plans and based on our examination of theevidence supporting the assumptions nothing has come to our attention which causes us tobelieve that any material uncertainty exists as on the date of the audit report thatCompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date. Wehowever state that this is not an assurance as to the future viability of the Company. Wefurther state that our reporting is based on the facts up to the date of the audit reportand we neither given any guarantee nor any assurance that all liabilities falling duewithin a period of one year from the balance sheet date will get discharged by theCompany as and when they fall due.

xx. a. According to the information and explanations given to us andbased on our examination of the books and records of the Company has not transferredunspent amount towards ongoing projects to a fund specified in Schedule VII to theCompanies Act 2013 till the date of our report. However the time period for such transferas permitted under the second proviso to sub-section 5 of section 135 of the Act has notelapsed till the date of our report. b. According to the information and explanationsgiven to us and based on our examination of the books and records of the Company there areno amount unspent under section 5 of section 135 of the Act. Accordingly reporting underclause 3(xx)(b) of the order is not applicable.

xxi. The reporting under paragraph 3(xxi) of the Order is notapplicable in respect of audit of standalone financial statements.

"Annexure B" to the Independent Auditor's Report :

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

Report on the Internal Financial Controls with reference to StandaloneFinancial Statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 ("the Act").

We have audited the internal financial controls with reference to theStandalone Financial Statements of RTS Power Corporation Limited ("the Company")as at March 31 2022 in conjunction with our audit of the Standalone Financial Statementsof the Company for the year 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 financial controls withreference to Standalone Financial Statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting (the "GuidanceNote") 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 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 Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to Standalone Financial Statements based on our audit.We conducted our audit in accordance with the Guidance Note issued by the ICAI and theStandards on Auditing notified under Section 143(10) of the Act to the extent applicableto an audit of internal financial controls with reference to the Standalone FinancialStatements. 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 control with reference to Standalone Financial Statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to Standalone FinancialStatements and their operating effectiveness. Our audit of internal financial controlswith reference to Standalone Financial Statements included obtaining an understanding ofsuch internal financial controls with reference to Standalone Financial Statementsassessing 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' judgement including the assessment of the risks ofmaterial misstatement of the Standalone Financial Statements whether due to fraud orerror.

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 Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to StandaloneFinancial Statements

A Company's internal financial control with reference to StandaloneFinancial Statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of Standalone Financial Statementsfor external purposes in accordance with generally accepted accounting principles. ACompany's internal financial control with reference to Standalone Financial Statementsincludes those policies and procedures that (1) pertain to the maintenance of recordsthat 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 Standalone FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to Standalone Financial Statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone Financial Statements to future periods are subjectto the risk that the internal financial control with reference to Standalone FinancialStatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls with reference to Standalone Financial Statements and such internalfinancial controls with reference to Standalone Financial Statements were operatingeffectively as at March 31 2022 based on the internal financial controls with referenceto Standalone Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by theInstitute of Chartered Accountants of India.

For Lodha & Co.
Chartered Accountants
Firm's ICAI Registration No. 301051E
Indranil Choudhury
Partner
Place: Kolkata Membership Number: 058940
Date: May 302022 UDIN:22053400ACFBQH8646

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