1) We have audited the accompanying standalone financial statements of RattanIndia Enterprises Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information, in which are included the financial statements of RattanIndia Enterprises Limited Employee Welfare Trust (''the Trust'') for the year ended on that date audited by the auditors of the Trust.
2) I n our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the auditors of the Trust as referred to in paragraph 15 below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('the Act') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3) We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained together with the audit evidence obtained by the auditors of the Trust, in terms of their report referred to in paragraph 15 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
4) Key audit matters are those matters that, in our professional judgment and based on the consideration of the report of the auditors of the Trust as referred to paragraph 15 below, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5) We have determined the matters described below to be the key audit matters to be communicated in our report
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Key audit matter
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How our audit addressed the key audit matter
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Impairment assessment of non-current investments in and loans given to subsidiary companies (Refer note 2 and 3 for material accounting policy information and notes 7 and 8 for disclosures in standalone financial statements)
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The Company has investment (net) of ? 5,417.66 million in
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Our audit procedures related to impairment assessment of non-
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subsidiaries and has outstanding loans receivable of ? 1,426.37
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current investments in and loans given to subsidiary companies,
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million from subsidiaries as at 31 March 2025.
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included, but not limited to the following:
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As per requirement of Ind AS 36, Impairment of assets ('Ind AS 36'),
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• Obtained an understanding of the management's process, and
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the management reviews at each reporting period whether there
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evaluated the design and tested the operating effectiveness
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are any indicators of impairment of the investments in subsidiaries
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of controls on identification of indicators of impairment of
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and where impairment indicators exist, such investments are tested
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the carrying value of investment and recoverability of loans in
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for impairment.
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accordance with Ind AS 36 and Ind AS 109.
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The carrying value of loans given to subsidiaries is tested at year end
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• Assessed the professional competence and objectivity of the
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for impairment in accordance with the requirements of Ind AS 109,
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valuation expert used by the management to estimate the
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Financial Instruments ('Ind AS 109').
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recoverable value of the investments in and loans given to
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The Management has assessed the recoverability of the said
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subsidiary companies.
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investments and loans, by carrying out a valuation of the subsidiaries with the help of an external valuation expert. The value in use of the underlying businesses is determined based on the discounted cash flow method, which requires management to make significant estimates and assumptions relating to forecast of future business performance, and selection of the discount rates to determine the recoverable value to be considered for impairment testing of the carrying value of above-mentioned balances. Changes in aforesaid estimates and assumptions can lead to significant changes in the
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• Involved auditor's valuation experts to evaluate the appropriateness of the valuation model and to test the reasonability of the assumptions used relating to cash flow forecasts, discount rates, expected growth rates and terminal growth rates used.
• Reconciled the future business projections used for performing above said valuation with approved business plans and tested the arithmetical accuracy of the management workings;
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assessment of the recoverable value.
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• Obtained and evaluated sensitivity analysis performed by the management on key assumptions of implied growth rates
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Considering the significance of the amounts involved and significant
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during explicit period, terminal growth rates and discount rates;
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judgements involved in the assumptions used for computation of recoverable amount / value in use, the impairment assessment of the investments in and loans given to subsidiary companies, is identified as a key audit matter for current year audit.
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• Performed independent sensitivity analysis on aforesaid key assumptions to assess the effect of reasonably possible variations in the current estimated recoverable amount to evaluate sufficiency of headroom between recoverable value and carrying amount;
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• Evaluated the adequacy of the disclosures made in the Standalone Financial Statements, including disclosure of significant assumptions, judgements and sensitivity analysis performed, in accordance with the requirement of the applicable accounting standards.
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Information other than the Standalone Financial
Statements and Auditor's Report thereon
6) The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
7) The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, 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.
8) I n preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9) The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements
10) Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
11) As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and
• Obtain sufficient appropriate audit evidence regarding the standalone financial statements of the Company and its Trust or the business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of the Company included in the financial statements, of which we are the independent auditors. For the Trust included in the financial statements, which have been audited by the other auditors, such
other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
12) We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
13) We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
14) From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
15) We did not audit the financial statements of one Trust included in the standalone financial statements of the Company whose financial statements reflects total assets of ? 49.34 million as at 31 March 2025, and the total revenues of ? 3.64 million and net cash inflows of ? 0.01 million for the year ended on that date. These financial statements have been audited by the auditors of the Trust whose report has been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these, and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the aforesaid trust, is based solely on the report of such auditors of the Trust.
Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our
reliance on the work done by and the reports of the auditors of the trust.
Report on Other Legal and Regulatory
Requirements
16) As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors/manager during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17) As required by the Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
18) Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, and on the consideration of the reports of the auditors of the trust as referred to in paragraph 15 above we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
b) Except for the matters stated in paragraph 18(i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 report on the accounts of the Trust of the Company audited under section 143(8) of the Act by the auditors of the Trust has been sent to us and have been properly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by this report are in agreement with the books of account;
e) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
f) On the basis of the written representations received from the directors and taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;
g) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 18(b) above on reporting under section 143(3)(b) of the Act and paragraph 18(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B, wherein we have expressed an unmodified opinion; and
i) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the auditors of the Trust as referred to in paragraph 15 above:
i. the Company, as detailed in note 41(c) to the standalone financial statements, has disclosed the impact of pending litigation(s) on its financial position as at 31 March 2025;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;
iv. a) The management has represented
that, to the best of its knowledge and belief, as disclosed in note 60(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind
of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries'), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in note 60(b) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2025;
vi. As stated in Note 42 to the standalone financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on or after 1 April 2024, has used an accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software except that the audit trail of accounting software for the period 1 April 2023 to 3 April 2023 has not been preserved by the Company as per the statutory requirements for record
retention. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exception above. Furthermore, except for the instance above, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Walker Chandiok & Co LLP
Chartered Accountants Firm's Registration No.: 001076N/N500013
Deepak Mittal
Partner
Place: New Delhi Membership No.: 503843
Date: 27 May 2025 UDIN: 25503843BMLCQD7408
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