The audit report has been published today in Swedish and English on the company's website.
The report in whole follows below.
Auditor's report
To the general meeting of the shareholders of Misen Energy AB (publ.), corporate identity number 556526-3968
Report on the annual accounts and consolidated accounts
Disclaimer of Opinions and Opinion
We were engaged to audit the annual accounts of Misen Energy AB (publ.) for the year 2019 and we have audited the consolidated accounts of Misen Energy AB (publ.) for the year 2019. The annual accounts and consolidated accounts of the company are included on pages 3-62 in this document.
We do not express an opinion on the accompanying annual accounts. Because of the significance of the matters described in the Basis for Opinions section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the annual accounts.
The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2019 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the consolidated accounts.
Because of the matters described in the Basis for Opinion section of our report, we can neither recommend nor oppose to the general meeting of shareholders to adopt the income statement and the balance sheet.
We recommend that the general meeting of shareholders adopts the income statement and balance sheet for the group.
Basis for Opinions
The assessment of the value of the parent company's shares in the subsidiary Misen Enterprises AB, which amounts to
KSEK 332,359 and corresponds to approximately 99% of the parent company's total assets and thereby representing a significant share of the parent company's total assets, is fully dependent on the outcome of the ongoing legal processes between the participants of the JA.
Based on the material uncertainties related to the final outcome of the arbitration, we have not been able to obtain sufficient appropriate audit evidence on which to base an opinion on the opening value or the value as of 31 December 2019 of the parent company's shares in Misen Enterprises AB.
Since the value of the shares in subsidiaries enter into the determination of the financial performances, we were unable to determine whether adjustments might have been necessary in respect of the result for the year reported in the parent company income statement.
We conducted our audit of the consolidated accounts in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained for the audit of the consolidated accounts is sufficient and appropriate to provide a basis for our opinions.
Emphasis of Matter
As described in the administration report in the sections "Accounting treatment of the Joint Activity", "Pre-trial Investigations in Criminal Cases" and "Court proceedings against Center of Financial Leasing LLC (previously Sberbank Leasing)" the Group is currently part in several legal processes. The outcome of these legal processes may have a significant impact on the Group's financial results and position. The uncertainty of the outcome of these legal processes is by the date of this report still high. We have not qualified our opinion in this regard.
Material Uncertainty Related to Going Concern
Without modifying our opinion above, we draw attention to the sections "Financing of the Group's Swedish operations", "Expected future development of the Company and going concern" and "Misen Energy Concluded an Additional Financing Agreement" stating that the Group has signed a financing agreement for the maximum sum of up to 12 million Euros for the Swedish operations and signed a financing agreement with a new financial partner on 13 March 2020 of up to 1 million Euro. The balance sheet for the Group shows that the short term liabilities for the Group exceed the total assets of the Group with TSEK 35,091. The Group is also involved in several legal processes where the outcomes are associated with significant uncertainty and a negative outcome would result in significant costs not covered by the financing agreements. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern.
Other Information than the annual accounts and consolidated accounts
This document also contains other information than the annual accounts and consolidated accounts and is found on pages 67-73. The Board of Directors and the Managing Director are responsible for this other information.
Our opinion on the consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.
In connection with our audit of the consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.
If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so.
Auditor's responsibility
Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. However, because of the matters described in the Basis for Opinions section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the annual accounts.
Our objectives are to obtain reasonable assurance about whether the consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden 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 annual accounts and consolidated accounts.
We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.
Report on other legal and regulatory requirements
Disclaimer of Opinion and Opinion
In addition to our engagement to audit the annual accounts and our audit of the consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Misen Energy AB (publ.) for the year 2019 and been engaged to audit the proposed appropriations of the company's profit or loss.
Because of the matters described in the Basis for Opinion section of our report, we can neither recommend nor oppose to the general meeting of shareholders that the loss dealt with in accordance with the proposal in the statutory administration report.
We recommend that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
Basis for Opinions
Because of the matters described in our Report on the annual accounts and consolidated accounts, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion if the annual accounts give a fair presentation of the financial performance and financial position of the parent company.
We conducted the audit of the administration of the Board of Directors and the Managing Director in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of Misen Energy AB (publ.) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.
The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.
Auditor's responsibility
Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.
A further description of our responsibility for the audit of the administration is available on Revisorsinpektionen's website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the auditor's report.
Remark
Without impacting our opinion, we make note that taxes were not paid within the prescribed time periods on a number of occasions.
Göteborg 5 May 2020
PricewaterhouseCoopers AB
Johan Palmgren
Authorized Public Accountant