SANJAY SRIVASTAVA & CO. Chartered Accountants Santosh Tower 148, MI. Nagar Zone I, Bhopal Ph, No. 2763465, 2762593 INDEPENDENT AUDITOR'S REPORT To The Members, Rewa Ultra Mega Solar Ltd, Bhopal Report on the Financial Statements We have audited the accompanying standalone financial statements of Rewa Ultra Mega Solar Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles gencrally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other I1"''A1i -ties, selection and application of appropriate accounting policies" making judgments and estimates that are reasonable and prudent; and design, implcmentation and maintenance of adequate internal financial controls, that w eCr operating effctively for ensurin accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are Free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order issued under section 143(11) of the Act. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements, The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for out audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations gi%en to us, the aforesaid standalone financial statements give the infonmatnon requied by the Act in the manner so required and give a true and far view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its piofit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date. ~Acc Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit we report that: a) we have sought and obtained all the information and explanations which to the best of our knowledg and belief were necessary for the purposes of our audit. b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) the Balance Sheet, the Statement of Profit and Loss includini Other Coimprehensi ve ncole. Statement of Changes in Equity and the Statement of aslh low dealt with by this Report are in agreemenit wit the books of account. d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards preseribed under section 133 of the Act. e) on thfe basis of the written representations received from the directors of the Company as on March 3 1, 20 18 taken on record by the Board of Directors. none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act. f) wi-ih respect to the adequacy of the interna] financial controls over financial reporting of tlie Company and the operating effectiveness of such controls, refer to our separale Report in "Annexure 13~. Our report expresses an uniodified opinion on the adequacy and operating efftectiveniess of the Company's internal financial controls over Financial reporting. g) with respect to the other matters to be included in the Auditors Report in accordance With Rule I I of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and accordin to the explanations given to is: i Tlie Company has disclosed the impact of pending litigations on its financial position in iis standalone financial statements. iCle Coipany has made provision. as required under the applicable lawk or accOun.ting staiindards, for material foreseeable losses, if any, on long-term contracts ineltiding derivative coitracts. fi C 0 iii. There has been no delay in transferring, anounts, required to be transfrred, to the Investor Education and Protection Fund by the Conpanv. 2. As required by the Companies (Auditor's Report) Order, 2016 (-the Order") issued by the Central Government in terms of Section 143(11) of the Act, we giVC in XAnnexure A" a statement on the matters speciflied in paragraplis 3 and 4 of the Order. 3. We have conducted our audit in accordance with the directions & sub-directions issued by the C&AG of India under Section 143 (5) of the Companies Act 2013 and a report of our audit and Compliance certificate is annexed to our audit report. For Sanjav Srivastava & Co. Chartered 4 ,countants FRN- 0 343C Bhopal e AOP g Dated: 19.07.2018 ' (CA Ad Srivastava) P ner N.o.429744 Annexure- A to the Auditor's Report (Referred to in Paragraph ( 3) & (4) thereof) (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All the lixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. (i) Since the company does not have any inventory, this point is not applicable. (iii) Based upon the audit procedures performed and information and explanations given to us, the companv has not granted loans to parties covered in the register maintained under section 189 of the Companies Act. Hence sub-points (a), (b) & (c) are not applicable. (iv) Based upon the audit procedures performed and information and explanations given to us, the company has neither granted any loans guarantees and securities in favor of its directors or to any other person in whom the director is interested nor has made any investment in any other companv. Thus, the provisions of Section 185 & 186 of Companies Act, 2013 are not applicable to the company. Mv) Based upon the audit procedures performed and information and explanations given to us, Company has not accepted deposits from Public. Thus, this point is not applicable. (vi) According to the information and explanations given to us, the Central Govt. has not prescribed the maintenance of the cost records under sub-section (1) of section 148 of the Companies Act, 2013 for the products of the Cormpany. (vi)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amotints deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-ta\, ales tax, value added tax, duty of customs, service tax, Goods & service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have an dJues otn account of employees' state insurance and duty of excise. P41 (b) According to the information and exp am gen to us, no tindisputed arnounts pavable i spet of providei it fund incoie ta: «k alue added tax, dutY of Custonis serv ice tar G ods & SerNice tax, cess and otfhe maerial statutory dLICs were in arrears as at 3 arc 20 18 or a period of more than six no bs from the date they became payable I on the audit piocedures performed and inforrnation and explanations given to is, the-e are no dues of sales tax, custom duty, wealth tax, service tax, Education cess, Goods &: service tax, excise and other cess whieh have not been deposited on account of any dispute. in) the company has not defaulted in repayment of loans and borrowing to a tiancial imsöution. banks, government or dues to debenture holders. (ix) Based upon the audit procedures performed and information and explanations given to us, no loan has been taken & thus this point is not applicable. (x) Based apon the audit procedures performed and information and explanations given to us, e report tat no fud on or by the company has been notied or reported during the year. (xi) Based upon the audit procedures performed and information and explanations given to tis, no ianagerial remuneration has been paid or provided during the year. Thus, provisions of Section 197 of the Companies Act 20 13 are not applicable. (x i) Based upon the audit procedures perforned and information and expLnatin iven to Lis, the compai is not a Nidhi company as per Nidhi Rules, 2014 & hence this n pit is not applicable. (xi) Based upon the audit procedures perforied and information and explanations given to us, we repoi that the transactions with related parties are in conipliance with Section 188 of Companies Act, 2013. Section 17 of the Companies Act, 2013 does not apply oii lie company as it do,es not imeet the applcabil it requireinents. We fiuther report that ie company is a state-co ntrolled enterprise as defined uinder AS-18; hence no disclosures are given in the -iinancial Statements. ri) hased upon the audit procedires perfomed and information and explanations givei to Ls the eoiipan ias neither made anv pieferential allotment nor has made an m placenen om shares This, this point is not applicable x)\ has AM;ed upo 1 at.dit proceduies peiorimed and infminatioi and explanatins n tc compan has not entered into non-cash tai nsations Sith directors or person i them iurce. this point is not applicable (i) Based upon the audit procedures performed and information and explanations given to us, the company is not required to be iegistered uinder Section 45-IA of the Reser-ve Bank ol India Act 1934. For Sanjay Srivastava & Co. Chartered ccountants IRN 05343C Bhopal Dated: 19.07.2018 (CA. y» P. Srivastava) I trier M. o. 429744 ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT (Relerred to in paragraph 1(f) under 'Report on Other Legal and Regulator- Requirements' section of our report to the Members of Rewa Ultra Mega Solar Ltd. of even date). Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act"). We hdVC audied the internal financial controls over financial reporting of RFWA ULTRA MEGA SOLAR LID. ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of ti Coiipanv tor the year ended on that date. Management's Responsibility for Internal Financial Controls I he Board of l)Ircctors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, ilnlplelentation and maintenance of adequate internal financial controls that wcre operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and erros, the accuracy and completeness of the accounting records, and the tineli preparation of reliable fincMnl infonman as F(Iuncd under the Compnilies Act, 2013. Auditor's Responsibility Our responsibil ty is to express an opin o In the internal financial controls oveirinancial reporting of the Compa on o audit. We conducted Otm Audit in aCcoIdance with the N Ne on Audit of Internal 1 mnacial Controls Over Financial Rep: r th Guidance Note") issued by the I stnie of Chartered Accountansad the Standards on Auditing pres'.ibed under Section 143(10) or t ::aes A:t. 2013. to the extent applable to an audit of internal finanI' hose Standaids and the Gu Uidance Note require that we comply with ethical requirements and plan and perlorm the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. 0)u audit involves performing procedures to obtain audit evidence about lI adequacy of the internal financial controls system over financial reportng, and their operating effectiveness. Out audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and exaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, w hether due to fraud or error. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal ftinancial 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 designed to provide reasonable assurance regarding the reliability of financial reIVting and the pieparation of financial statements for external purposes in accoridance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditurtes of the company are being made only in accordance with authormisations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised aCquisition, use, oi disposition of the company's assets that could have a maerial effect on the financial statements. Limitiations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reportng, including the possibility of collusion or improper managemen overridLe of controls, material misstatements due to error or fraud may occur and no be detected. Also, projections of any evaluation of the internal financial controls Over financial reporting to future periods are subject to the risk ihat the internal financial control over financial reporting nay become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion in our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls systern over finatcial reporting and such internal tinancial controls over inancial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting eriteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountanls of India. For Sanjay Srivastava & Co. Chartered countants FRN- 0 343C I3hopal Dated: 19.07.2018 XC. .\d A Srivastav a) 1. . 42,97,44 SANJAY SRIVASTAVA & CO. Chrtered Accountants un ci Tower 1 M ) Nagar Zone 1, Bhopal Ph. No 2763465 2762593 Compliance Certificate We have conducted the audit of accounts of Rewa Ultra Mega Solar Ltd, Bhopal for the year ended 3 1" March 2018 in accordance with directions/sub- direction issued by that C&AG of India under section 143(5) of the Conpanies Act 2013 and certify that wc have complied with all the directions/sub- directions issued to us. For Sanjay Sr'vastava & Co. Clarteret CcIountants FRN 05343C Bhopal Dated: 19.07.2018 (CA. Ad Srivastava) . 429744 SANJAY SRIVASTAVA & CO. Chartered Accountants Santosh 1 wer I Mi.P. Nagai Zone 1, Bhopal Ph. No. 2763 l65. 275 Certificate 'Ihis to ceytif that Rewa Ultra Mega Solar Limited has no fixed deposits as on 31st Marh 2018 and no fixed deposits have been reported in the Balance Sheet as on the above date. For Sanjay Srivastava & Co. Chartered Accountants FRN- 05343C Bhopal/ , Dated: 19.07.2018 (yA Ad Srivastava) Pak ner M.N 429744