Semac Consultants Ltd Auditor Reports

<dhhead>REVISED INDEPENDENT AUDITOR’S REPORT</dhhead>

To The Members of SEMAC CONSULTANTS LIMITED (Formerly Revathi Equipment Limited )

Report on the Audit of Revised Standalone Financial Statements considering Composite Scheme of Arrangement

 

Opinion

We have audited the accompanying Revised Standalone Financial Statements of SEMAC CONSULTANTS LIMITED (‘the Company’), and other entities as mentioned in Other matter paragraph which comprises the Revised Balance Sheet as at March 31, 2023, the

Revised Statement of Profit and Loss (including Revised Other

Comprehensive Income), the Revised Statement of Changes in Equity and the Revised Statement of Cash Flows for the year then ended, and notes to the Revised standalone financial statements, including a summary of thesignificantaccounting policies and other explanatory information (herein after referred to as "Revised Standalone Financial Statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Revised 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 prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the company as at March

31, 2023, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date

 

Basis for Opinion

We conducted our audit in accordance with the Standards on

Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Revised 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 Revised Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidencewehaveobtainedissufficient and appropriate to provide a basis for our opinion.

 

Emphasis of Matter

We draw attention to note no. 42 in relation to revised standalone financial statement which describes the basis of preparation these financial statement. These financial statements have been prepared as per Composite Scheme of Arrangement (the Scheme) amongst the Revathi Equipment Limited(REL)(Name changed to Semac Consultants Limited (SCL) w.e.f. 27th July,2023), Renaissance Advanced Consultants Limited (RACL), Renaissance Stocks Limited (RSL), Semac Consultants Private Limited(SCPL), Renaissance Consultancy Services Limited (RCSL),Renaissance

Corporate Consultants Limited (RCCL) , filed with the Hon’ble

National company law Tribunal, Chennai Bench ("NCLT"),the scheme have been approved on 14th June,2023 with the appointed date as 1St April,2022 and the company has received certified copy of final order dated 21st June,2023.

The revised standalone financial statements for the period 31st

March 2023 have been prepared pursuant to the Scheme. In accordance with Appendix C to Ind As 103 "Business Combination" the merger has been given effect as if it has occurred from the beginning of the preceding period (i.e. 1st April 2021) in the revised standalone financial statements after restating the comparative figures.

We issued a separate auditor’s report dated 24 May 2023 on these standalone financial statements to the members of the Company.

The aforesaid petition having been approved subsequently, the Company has now prepared revised standalone financial statements incorporating the impact of the Scheme from 1st April 2022. In accordance with the provisions of Standard on Auditing 560 (Revised) ‘Subsequent Events’ issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after 24 May 2023 (being the date of our earlier audit report on the earlier standalone financial statements). Our earlier audit report dated 24 May 2023 on the earlier standalone financial statements is superseded by this revised report on the revised standalone financial statements.

Our opinion is not modified in respect of above matters.

 

Key Audit Matters

Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the Revised

Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Revised Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report.

Information Other than the Revised Standalone Financial Statements and Auditor’s Report thereon The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s Report including annexures to Director’s Report, but does not include the Revised Standalone Financial Statements and our auditor’s report thereon.

The Director’s Report including annexures to Director’s Report is expected to be made available to us after the date of issue of this audit report.

Our opinion on the Revised Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Revised 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 Revised Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the Director’s Report including annexures to Director’s Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

 

Management’s Responsibility for the Revised Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Revised 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 Ind AS and 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 Revised Standalone Financial Statements that give a true and fair view and are free from material misstatements, whether due to fraud or error. In preparing the Revised Standalone Financial Statements, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the

. Company’sfinancialreporting process

 

Auditor’s Responsibility for the Audit of the Revised Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Revised Standalone 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 SAs 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 Revised Standalone Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Revised Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is 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 financial controls 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 system 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 management’s 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 thatmaycastsignificantdoubt 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 Revised 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 Revised Standalone Financial Statements, including the disclosures, and whether the Revised Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the Revised Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user of the Revised Standalone

Financial Statements may be influenced. We consider quantitative and qualitative factors in (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 Revised Standalone

Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit andincludingany in internal control that we identify during our audit. 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.

 

Other Matters

The financial information pertaining to Renaissance Advanced

Consultants Limited (RACL), Renaissance Stocks Limited (RSL) included as above, whose statement have not been reviewed & audited by their auditors and have been furnished to us by the management for the year ended 31st March, 2023 and our opinion on the financial statements, in so far as it relates to the amounts

& disclosures included in respect of the companies is based solely on such unaudited financial statements and as regards the previous year 31st March , 2022, audited financial information for year ended 31st March,2022 which have been audited by their respective auditors who have issued unmodified reports vide their audit reports dated 6th August,2022 and 31st May,2022 respectively. The aforesaid audit reports of other auditors have been furnished to us by the management and relied upon us for the purpose of our audit of accompanying statement.

Our opinion is not modified in respect of this matter.

 

Report on Other Legal and Regulatory Requirements

1. 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 "Annexure A" a statement on the matters 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 explanations which to the best of our knowledge and belief were necessary for the purpose 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 revised standalone Balance Sheet, the revised

Statement of Profit and Loss, the revised Statement of

Cash Flows and the revised Statement of Changes in Equity dealt with by this Report are in agreement with the books of account; d. In our opinion, the aforesaid Revised Standalone

Financial Statements comply with the Ind AS specified under Section 133 of the Act read with relevant or provide rules issued thereunder; e. On the basis of written representations received from the directors as on March 31, 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, 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 reporting of the Company and the operating effectiveness of such controls, refer to our separate revised report in "Annexure B" to this revised report; or provide any guarantee, g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: As per the information and explanation given to us and on the basis of our examination of the records, the managerial remuneration had been paid or provided as specified by the provisions of section 197 read with

Schedule V to the Act before the implementation of Scheme. The remuneration paid before implementation of scheme have been transferred along with transfer of drilling business pursuant to Scheme and no remuneration being given in the merged entities as per Scheme. h. With respect to the other matters to be included in the Revised 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: i) the Company has disclosed the pending litigation which may impact its financial position. Refer Note 29 to the Revised Standalone Financial Statements; ii) there has been no material foreseeable losses on long term contracts including derivative contracts, therefore the Company has not made any provision as required under the applicable law or Indian Accounting Standards; iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; iv) a) On the basis of the representation from the management no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("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 any company ("Ultimate Beneficiaries") guarantee, security or the like on behalf of the

Ultimate Beneficiaries b) On the basis of the representation from the management no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("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 or Beneficiaries") the like on behalf of the Ultimate Beneficiaries. c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement. v) The Company has not declared or paid any dividend during the year. vi) As proviso to rule 3(1) of the Companies (Accounts)

Rule, 2014 and amendment thereto is applicable for the company w.e.f. April, 2023. Therefore, reporting under this clause is not applicable.

"ANNEXURE A" TO THE REVISED INDEPENDENT AUDITOR’S REPORT TO T HE MEMBERS OF SEMAC CONSULTANTS LIMITED

Referred to in paragraph 1 of report on other legal and regulatory requirement’s paragraph of our Revised report on the financial statement of even date,

This Report supersedes our Report dated 24 May 2023.

(i) (a) (A) The company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment.

(B) The company has maintained proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment have been physically verified by the management according to a phased manner program over a period of three years, in our opinion, which is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) Based on records, information and explanations given to us, the title deeds of immovable properties are held in the name of the Company. (d) Based on records, information and explanations given to us, the company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.

(e) On the basis of information and explanation given to us by management there are currently no proceedings that have been initiated or are pending against the company for holding any Benami property under the

Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) (a) Based on records, information and explanations given to us, the Company does not hold any inventory. Accordingly, paragraph 3(ii)(a) of the Order is not applicable to the Company.

(b) According to the information & explanations given to us and on the basis of our examination of the records of the company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from Banks on the basis of security of current assets. Accordingly, the requisite quarterly statements filed by the Company with Banks are in agreement with the books of account of the Company. (iii) (a) According to the information and explanations given to us and based on the audit procedures conducted by us, the Company has made investments in companies but not granted any loans or advances in the nature of loan, not provided any guarantee and security in companies, firms, Limited Liability Partnerships or any other parties. (b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made are not prejudicial to the interest of company.

(c) According to the information and explanation given to us and on the basis of our examination of the records, the Company has not granted any loans or advances in the nature of loan to companies, firms, Limited Liability Partnerships or any other parties. Hence, reporting under paragraph 3(iii)(c) is not applicable to the Company.

(d) According to information and explanation given to us and on the basis of our examination of the records, the Company has not granted any loans or advances in the nature of loan Hence, reporting under paragraph 3(iii)

(d) is not applicable to the Company.

(e) According to the information and explanation given to us and on the basis of our examination of the records, the company has not given any loan or advances in the nature of loan which has fallen due during the year so there will no overdue amount including interest. (f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under paragraph 3(iii)

(f) is not applicable to the Company.

(iv) Based on records and according to the information and explanation given to us, provisions of sections 185 and 186 of the Act, have been complied in respect of investment made. The company has not given any loan, guarantee and security. Hence, reporting under paragraph 3(iv) of the order is not applicable to the company regarding loans, security and guarantee.

(v) As per the information and explanation given to us and on the basis of our examination of the records, the Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under paragraph 3(v) of the

Order is not applicable to the company.

(vi) We As per the information and explanation given to us, the company is not required to maintain the records under sub-section (1) of section 148 of the companies Act, 2013,

Accordingly clause (vi) of paragraph 3 of the order is not applicable to the company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales Tax/VAT/Work Contract Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities , except the following cases of Provident Fund, Employees’ State Insurance, Income-Tax, Sales Tax/VAT/ Work Contract Tax, GST which are outstanding for more than six as at the end of the year :

SI. No		Amount (Rs. In Lakhs)
1		8.67
2	Interest on delayed GST	4.31

 

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no statutory dues as mentioned in sub-clause (a) above which have not been deposited on account of any dispute except for the following:

Name of the Statute	Nature of the Dues	Amount (Rs. in lakhs)	Period to which the amount relates	Forum where dispute is pending
The Finance Act, 1994	Demand of service tax	48.50	F.Y. 2004- 2005	Customs, Excise and Service Tax Appellate Tribunal (CESTAT), Karnataka
The Finance Act, 1994	Demand of service tax	10.49	F.Y. 2007- 2008	Customs, Excise and Service Tax Appellate Tribunal (CESTAT), Karnataka

 

(viii) As per the information and explanation given to us and as per the records examined by us, there are no such transactions which previously not recorded in the books of accounts, now has been surrendered or disclosed as income during the year in the tax assessment under Income Tax Act, 1961. (ix) (a) According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken loans or other borrowings during the year.

(b) As per the information and explanation given to us, the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under paragraph 3(ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the financial statements of the company, funds raised on short term basis have, prima facie, not been used for long term purposes by the company.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary and there are no associate and joint ventures of the Company.

(f) The company has not raised loans during the year on the pledge of securities held in its subsidiary and joint ventures of the Company.

(x) (a) As per the information and explanation given to us and on the basis of our examination of the records, the Company has not raised any money by way of initial public offer or further public offer or term loan during the financial year.

(b) According to the information and explanations given to us and overall examination of the books of account, the Company has not made any preferential allotment or private placement of shares or fully / partly / optionally convertible debentures during the year and hence reporting under paragraph 3(x)(b) of the Order is not applicable to the Company.

However, the shareholders of the of the transferor companies as per scheme such as RACL,SCPL & RSL will get shares as specified in the scheme shares to the existing shareholders with compliance of all the provisions of the Companies Act which has been shown as Equity share Capital suspense account.(Refer note no. 12 of Revised financial statements

(xi) (a) In our opinion and according to the information and explanations given to us, no cases of fraud noticed or reported by the Company or fraud on the Company during the year.

(b) No report under sub-section 12 of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and

Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report (c) As per information, explanations and representation the Company has not received any whistle blower complaint during the year.

(xii) (a) According to the information and explanation given to us, the Company is not a Nidhi Company as per the provisions of the Companies Act, 2013, therefore paragraph 3(xii)(a)(b) (c) of the Order is not applicable to the Company.

(xiii) As per the information and explanation given to us and on the basis of our examination of the records, the company has transacted with the related parties which are in compliance with section 177 and section 188 of Companies Act, 2013 and the details have been disclosed in the Revised Standalone Financial Statements as required by the Indian Accounting

Standard -24 Related Party Disclosures - Refer note no. 36 to the Revised Standalone Financial Statements. (xiv) On the basis of information and explanations given to us, the company is required to have an internal audit system as per provisions of the companies Act 2013. a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business. b) We have considered the Internal Audit reports of the Company issued till date for the period under audit. However after implementation of scheme of arrangement w.e.f 1st April, 2022, the internal audit were relating to drilling business which got demerged to other entity and after scheme of arrangement for appointment of the internal auditor is under process. (xv) In our opinion during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. (xvi) (a) In Based on records and information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under paragraphs

3(xvi)(a) of the order are not applicable to the Company. (b) As per the information & explanation and records given to us the company has not conducted any Non- Banking

Financial or Housing Finance activity. Hence, reporting under clause 3(xvi)(b) of the order is not applicable.

(c) As per the information & explanation given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence, paragraph 3(xvi)(c) of the Order is not applicable to the Company.

(d) As per the information & explanations given to us, the

Group of the Company does not have any CIC. Hence reporting under paragraph 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) In our opinion and on the basis of information and explanations given to us, the Company has not incurred cash losses in the financial year and in the immediate preceding financial year.

(xviii)There has been no resignation of the statutory auditor of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

(xx) As per the information and explanation given to us, the Company is not required to contribute towards Corporate Social Responsibility as specified in section 135 of the act.

Accordingly, reporting under paragraph 3(xx) (a) & (b) of the Order is not applicable to the company

"ANNEXURE B" TO THE REVISED INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

SEMAC CONSULTANTS LIMITED

Statements of the Company for the year ended on that date. we report on the Internal Financial Controls over financial reporting 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 SEMAC CONSULTANTS LIMITED ("the Company") and other entities as mentioned in Other matter paragraph, incorporated in India as at March 31, 2023.

 

Management’s Responsibility for Internal Financial Controls

The Company’s Board of Directors 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, 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.

 

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these financial statements 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 with reference to these financial statements was established and maintained and if such controlsoperatedeffectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these financial statements, 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 depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Revised Standalone Financial Statements, whether 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 financial controls system over financial reporting with reference to these financial statements.

 

Meaning of Internal Financial Controls Over Financial Reporting with Reference to these Financial Statements

A company’s internal financial control over financial reporting with reference to these financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Revised Standalone

Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these financial statements includes those policies and procedures that: a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Revised Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the Revised Standalone Financial Statements.

 

Inherent Limitations of Internal Financial Controls Over Financial Reporting with Reference to these Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these financial statements 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, based on records the Company has, in all material respects, an adequate internal financial controls over financial reporting with reference to these financial statements and the internal controls over financial reporting with reference to these financial statements are generally effectivelyas atoperating March 31, 2023 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".

 

Emphasis of Matter

We draw attention to note no. 42, in relation of Composite Scheme of Arrangement (the Scheme) amongst the Revathi Equipment Limited(REL)(Name changed to Semac Consultants Limited (SCL) w.e.f. 27th July,2023), Renaissance Advanced Consultants Limited (RACL), Renaissance Stocks Limited (RSL), Semac Consultants Private Limited(SCPL), Renaissance Consultancy Services Limited

(RCSL),Renaissance Corporate Consultants Limited (RCCL) , with the Hon’ble National company law Tribunal, Chennai Bench ("NCLT"),the scheme have been approved on 14th June,2023 with the appointed date as 1St April,2022 and the company has received certified copy of final order dated 21st June,2023.

In accordance with the Scheme, amalgamation of all assets, liabilities, employees and the business undertaking of SCPL and the remaining business of RACL and RSL were vested and transferred to the Company and drilling business of REL was demerged w.e.f. the appointed date and RACL, RSL and SCPL cease to exist from the date of filing of the approved NCLT order with respective Registrar of Companies.

The revised standalone financial statements for the period

31st March 2023 have been prepared pursuant to the Scheme. In accordance with Appendix C to Ind As 103 "Business Combination" the merger has been given effect occurred from the beginning of the preceding period (i.e. 1st April 2021) in the revised standalone financial statements after restating the comparative figures.

We issued a separate auditor’s report dated 24 May 2023 on these standalone financial statements to the members of the Company. The aforesaid petition having been approved subsequently, the Company has now prepared revised standalone financial statements incorporating the impact of the merger from 1st April 2022. In accordance with the provisions of Standard on Auditing 560 (Revised) ‘Subsequent Events’ issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after 24 May 2023 (being the date of our earlier audit report on the earlier standalone financial statements). Our earlier audit report dated 24 May 2023 on the earlier standalone financial statements is superseded by this revised report on the revised standalone financial statements. Our opinion is not modified in respect of this matter.

 

Other Matter

The financial information pertaining to Renaissance Advanced

Consultants Limited (RACL), Renaissance Stocks Limited (RSL) included as above, is based on their financial control over financial reporting for the year ended 31st March, 2023 for which their respective auditors have issued unmodified reports on financial control over financial reporting vide their report filed dated 6th August,2022 and 31st May,2022 respectively. The aforesaid reports of other auditors have been furnished to us by the management and relied upon us for the purpose of our conclusion financial control over financial reporting. Our opinion is not modified in respect of this matter.

	For S S KOTHARI MEHTA & COMPANY
	Chartered Accountants
	Firm Registration No. 000756N
Place: New Delhi	NEERAJ BANSAL
Date: 29 August 2023	Partner
	Membership No. 095960
	UDIN: 23095960BGWRBV4631