SANJAY SRIVASTAVA & CO. Chartered Accountants Santosh Tower 148, M.P. 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, Bhopal (the "Company") which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Managements' Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 financial statements based on 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 m e under. Pte reakcc We conducted our audit 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the 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 financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2017; r e 11 ai rfl e a Mi e Pe qmh u i e q h u I 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 fixed 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. (ii) 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 company 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 company. Thus, the provisions of Section 185 & 186 of Companies Act, 2013 are not applicable to the company. (v) 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 Company. (vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect.of undisputed statutory dues including provident fund, income-tax,. sales tax, value added tax, duty of customs, 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 any dues on account of employees' state insurance and duty of excise. PAL According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. (b) Based upon the audit procedures performed and information and explanations given to us, there are no dues of sales tax, custom duty, wealth tax, service tax, Education cess, excise and other cess which have not been deposited on account of any dispute. (viii) Based upon the audit procedures performed and information and explanations given to us, the company has not taken loan from bank/financial institutions and no debentures have been issued. Thus, this point is not applicable. (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 upon the audit procedures performed and information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year. (xi) Based upon the audit procedures performed and information and explanations given to us, no managerial remuneration has been paid or provided during the year. Thus, provisions of Section 197 of the Companies Act, 2013 are not applicable. (xii) Based upon the audit procedures performed and information and explanations given to us, the company is not a Nidhi company as per Nidhi Rules, 2014 & hence this point is not applicable. (xiii) Based upon the audit procedures performed and information and explanations given to us, we report that the transactions with related parties are in compliance with Section 188 of Companies Act, 2013. Section 177 of the Companies Act, 2013 does not apply on the company as it does not meet the applicability requirements. We further report that the company is a state-controlled enterprise as defined under AS-18; hence no disclosures are given in the Financial Statements. (xiv) Based upon the audit procedures performed and information and explanations given to us, the company has neither made any preferential allotment nor has made any private placement of shares. Thus, this point is not applicable. (xv) Based upon the audit procedures performed and information and explanations given to us, the company has not entered into non-cash transactions with directors or persons connected with them. Hence, this point is not ap 9W, a sIt d ACOs (xvi) Based upon the audit procedures performed and information and explanations given to us, the company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. For Sanjay Srivastava & Co. Chartered Accountants 4 & ,FRN- 00 343C Bhopal P S00PAL + Dated: 25.07.2017 . 0re o (CA. Adi rivastava) a er * 429744 Annexure - B to the Auditors' Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of Rewa Ultra Mega Solar Ltd, Bhopal ("the Company") as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management 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 ('ICAP). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.. Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to -an audit of internal financial controls, both applicable to An audit of Internal Financial 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 and plan and perform 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. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our 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 evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected I on the auditor's judgment, including the assessment of the risks of material misstatement a statements, whether due to fraud or error. rI,\ 0 ufBHOgJ dkc 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 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 designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in. accordance 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 expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company'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 financial reporting, including the possibility of collusion or improper management override of controls, material misstaternents due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, 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. $wastap For Sanjay Srivastava & Co. t Chartered Accountants B FRN- 5343C BHOPAL Bhopal . ~ Dated: 25.07.2017 ,aAo (CA. A P. Srivastava) artner .No. 429744 SANJAY SRIVASTAVA & CO. Chartered Accountants Santosh Tower 148, M.P Nagar Zone I 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 31" March 2017 in accordance with directions/sub- direction issued by that C&AG of India under section 143(5) of the Companies Act 2013 and certify that we have complied with all the directions/sub- directions issued to us. cwastq For Sanjay Srivastava& Co. Chartered Accountants BHOPAL FRN-0 343C Bhopal Dated: 25.07.2017 Aco (CA. Ad' P. Srivastava) artner M.No. 429744 REWA ULTRA MEGA SOLAR LIMITED Balance Sheet as at 31 March, 2017 Particulars Note No. As at 31 March, 2017 As at 31 March, 2016 A EQUITY AND LIABILITIES I Shareholders' funds (a) Share capital 2 2,00,00,000 2,00,00,000 (b) Reserves and surplus Capital Reserve 3 36,09,18,459 O 2 Deferred Revenue 4 1,65,81,541 37,50,00,000 3 Non -current liabilities (a) Other long-term liabilities 5 36,89,00,000 0 (b) Long-term provisions 4 Current liabilities (a) Trade payables (b) Other current liabilities 6 1,24,16,058 9,07,888 (c) Short-term provisions 0 0 TOTAL 77,88,16,058 39,59,07,888 B ASSETS 1 Non-current assets (a) Fixed assets (i) Tangible assets 7 36,10,39,058 (ii) Intangible assets 7 81,136 40,000 (iii) Capital work-in-progress 8 7,23,87,728 25,93,919 (b) Non-current investments (c) Deferred tax assets (net) - (d) Long-term loans and advances 2 Current assets (a) Trade receivables (b) Cash and cash equivalents 9 18,88,86,044 39,30,62,140 (c) Short-term advances 10 15,61,30,346 2,11,829 (d) Other current assets 11 2,91,746 0 TOTAL 77,88,16,058 39,59,07,888 Significant Accounting policies 1 Notes to Accounts 2-12 The Notes are an integral part of these Financial Statements (Neelesh Nema) (Ramesh Kumar Kuruppath) (Manu trivastava) Chief Financial Officer Director Chairman DIN 07215059 DIN01363763 In terms of our Audit Report of even date For Sanjay Shrivastava & Co Charter d Accountants Station: Bhopal v DU 0 Dl BHOPAL . Ay Shrivastava) Partner yrAco m rship No.429744 REWA ULTRA MEGA SOLAR LIMITED Statement of Profit and Loss for the year ended 31 March, 2017 Particulars I Note For the year ended For the year No. 31 March, 2017 ended 31 March, 2016 CONTINUING OPERATIONS I 1 Revenue from operations (gross) Less. Excise duty 0 0 Revenue from operations (net) 2 Other income 3 Total revenue (1+2) 0 0 4 Expenses (a) Cost of materials consumed 0 0 (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, work- in-progress and stock-in-trade & Write Off (d) Employee benefits expense (e) Finance costs 0 0 (f) Depreciation and amortization expense (g) Other expenses Total expenses 0 0 5 __0 0 See for accounting policies & notes to the accounts forming part of the financial statements (Neelesh Nema) (Ramesh Kumar Kuruppath) (Manu Srivastava) Chief Financial Officer Director Chairman DIN 07215059 DIN01363763 In terms of our Audit Report of even date For Sanjay Shrivastava & civastek Co Chartered c ountants Station: Bhopal 1 BHOPAL Dated; 21d ditya P rivastava) 2 JUL ed AC0