To the Members of Shivalik Rasayan Limited
RepoRT on The Ind AS fInAncIAL STATeMenTS
We have audited the accompanying Ind AS financial statements of Shivalik RasayanLimited (the Company) which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.
MAnAgeMenT'S ReSponSIbILITy foR The fInAncIAL STATeMenTS
The Company's 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 Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules2014 and theCompanies (Indian Accounting Standards) Rules 2015 as amended. 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 the designimplementation and maintenance of adequate internal financial control that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the Ind AS financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the
Rules made thereunder. We conducted our audit of the Ind AS financial statements inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the Ind AS financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the Ind AS financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2018 its loss including other comprehensive income its cash flows and the changesin equity for the year ended on that date.
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 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.
2. As required by section 143 (3) of the Act we report that: (a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; (b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; (c) The Balance Sheet Statement of Profit and Loss includingthe Statement of Other Comprehensive Income the Cash Flow Statement and Statement ofChanges in Equity dealt with by this Report are in agreement with the books of account;(d) In our opinion the aforesaid Ind AS financial statements comply with the AccountingStandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules2014 Companies (Indian Accounting Standards) Rules 2015 as amended;(e) On the basis of written representations received from the directors as on 31st March2018 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March
2018 from being appointed as a director in terms of section 164 (2) of the Act; (f)With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls refer to our separateReport inAnnexure 2 to this report; (g) With respect to the other matters tobe included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 as amended in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in its Ind AS financial statements ReferNote 4 27 and 43(ii) to the Ind AS financial statements; ii. The Company has madeprovision as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivative contracts; iii.There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company
The comparative financial information of the company for the year ended 31st March2017 and the transition date opening balance sheet as at April 1 2016 prepared inaccordance with Ind ASincluded in these Ind AS financial statements have been audited bythe predecessor auditor who had audited the financial statements for the relevant periods.The report of the predecessor auditor on the comparative financial information and theopening balance sheet dated 30th May 2018 expressed an unmodified opinion.
Annexure 1 referred to in paragraph 1 of the section on Report on other legal andregulatory requirements of our report of even date
Report on companies (Auditor's Report) order 2016 (the order) issued by the centralgovernment in terms of Section 143(11) of Shivalik Rasayan Limited (the company)
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a planned program of verifying all the fixed assets once in threeyears according to which all the fixed assets were physically verified the management inthe year 2015-16. We understand that no material discrepancies were noticed on suchverification. In our opinion such physical verification program is reasonable havingregard to the size of the Company and the nature of its assets.
(ii) The inventories have been physically verified by the management during the year.In our opinion the frequency of verification is reasonable. No material discrepancieswere noticed on such physical verification. (iii) According to the information andexplanations given to us the Company has not granted any loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Accordingly the provisions ofclause 3(iii)(a) (b) and (c) of the Order are not applicable to the Company and hence notcommented upon.
(iv) In our opinion and according to the information and explanations given to usthere are no loans investments guarantees and securities given in respect of whichprovisions of section185 and 186 of the Companies Act 2013 are applicable and hence notcommented upon. (v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection148(1) of the Companies Act 2013 related to the manufacture of Company's productsand generation of electrical energy and are of the opinion that prima facie the specifiedaccounts and records have been made and maintained. We have not however made a detailedexamination of the same.
(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax customs duty excise duty value added taxcess and other statutory dues have generally been regularly deposited with appropriateauthorities though there has been a slight delay in a few cases.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax service taxsales-tax customs duty excise duty value added tax cess and other material statutorydues were outstanding at the year end for a period of more than six months from the datethey became payable.
(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to banks anddebenture holders. The Company did not have any outstanding dues in respect of a financialinstitution or to Government during the year.
(xi) No money raised by way of any Initial public offer and Further public offer. Hencethe clause is not applicable to the Company.
(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no material fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year. (xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.
(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause3(xii) of the order are not applicable to the Company and hence not commented upon.
(xiii) Based on our audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and according to the information andexplanations given by the management transactions with the related parties are incompliance with section 177 and 188of Companies Act 2013 where applicable and the detailshave been disclosed in the notes to the financial statements as required by theapplicable accounting standards.
(xiv) Company has made preferential allotment of 788000 convertible warrants intoEquity shares to Promoter group and Non-Promoter group during the year under review forwhich all the requirements of Section 42 of Companies Act 2013 have been complied withand the amount raised has been used for the purpose for which the funds were raised.. (xv)According to the information and explanations given by the management the Company has notentered into any non-cash transactions with directors or persons connected with him asreferred to in section 192 of Companies Act 2013.
(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.
Annexure 2 to the Independent Auditor's Report of even date on the standalone Ind ASfinancialstatements of Shivalik Rasayan Limited.
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 ShivalikRasayan Limited (the Company) as of 31 March 2018 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe internal financial controls system 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
| ||for Rai qimat And Associates |
| ||chartered Accountants |
| ||I c AI firm Registration number:013152c |
| ||Sd/- |
| ||qimat Rai garg |
|Place : gurgaon ||partner |
|Date : 30th May 2018 ||Membership number: 080857 |