To
The Members of TECIL CHEMICAL & HYDRO POWER LIMITED
Report on the Ind AS Financial Statements
Opinion
We have audited the accompanying financial statements of TECIL CHEMICALS & HYDRO
POWER LIMITED, which comprise the balance sheet as at March 31, 2022, and the
Statement of Profit and Loss, the statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information.
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
Companies Act, 2013 in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2022, and its Loss, total comprehensive income, the changes in
equity and cash flows for the year ended as on that date.
Basis for opinion
We conducted our audit in accordance with the standards on auditing specified under
section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described
in the auditors responsibilities for the audit of the 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 together with the ethical requirements
that are relevant to our audit of the 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 is sufficient and appropriate to
provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information other than the financial statements and auditors report thereon
The Companys board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexure to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the financial statements and our auditors report thereon.
Our opinion on the 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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we 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.
Managements responsibility for the financial statements
The Companys board of directors is responsible for the matters stated in section 134
(5) of the Act with respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with
the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Rules, 2016, as amended from time to time, 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 statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the
Companys 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.The board of directors are also responsible for overseeing the
Companys financial reporting process.
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 auditors 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 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 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
Companies Act, 2013, 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 managements 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 Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the 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 auditors
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 financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
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.
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. From the matters communicated with
those charged with governance, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key
audit matters.
We describe these matters in our auditors 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.
Report on other legal and regulatory requirements
1. As Required by the Companies (Auditors Report) Order 2020 (‘the order) issued
by the Central government of India in terms of sub-section (11) of section 143 of the
companies Act, 2013, we give in the Annexure A, a statement on the matters specified in
the paragraph 3 and 4 of the order, to the extent applicable.
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 purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
(c) The balance sheet, the statement of profit and loss, and the cash flow statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the accounting
standards specified under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on March
31, 2022 taken on record by the board of directors, none of the directors is disqualified
as on March 31, 2022 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, refers to our
separate Report in ‘Annexure B. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the companys internal controls over financial
reporting.
(g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197 (16) of the Act, as amended, in our
opinion and to the best of our information and according to the explanations given to us,
no remuneration was paid by the Company to its directors during the year in accordance
with the provisions of section 197 of the Act; and
(h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us;
a. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements- Refer Note 16 to the financial statements; b. The
Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses; and c.The company is not required to transfer
amounts, to the Investor Education and Protection Fund.
(i) Non- Compliance of the SEBI Listing Obligation and Disclosure Requirements (LODR)
Regulations, 2015- as per Regulation 17(1)(b), the chairman being an executive director,
at least half of the board of Directors should be comprised of Independent Directors.
Currently, the Company have required number of Independent Directors on its board.
Accordingly, there is consequent compliance of Regulations 18,19 and 20 of the SEBI
Listing Obligation and Disclosure Requirements (LODR) Regulations, 2015
(j) As per the Regulation 17 (1) (a) of the SEBI Listing Obligation and Disclosure
Requirements (LODR) Regulations, 2015, Board of Directors shall have an optimum
combination of executive and non-executive directors with at least one woman director and
not less than fifty percent of the Board of Directors shall comprise of non-executive
directors. Currently, the Company have a woman director on its Board.
For S R Pai & Co., Chartered Accountants
Firm Registration No: 0010793S
Sd/-
CA S Rajeeva Pai
Partner
Membership No. 214230
UDIN: 23214230BGWQFD4115
Place: Cochin
Date: 27/05/2023
Annexure "A" to the Independent Auditors Report
(Referred to in paragraph 1 under ‘Report on other legal and regulatory
requirements section of our report to the members of TECIL CHEMICAL AND HYDRO POWER
LIMITED of even date)
| 1. |
In respect of the Companys fixed assets: |
|
(a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of its of Property, Plant and
Equipment. |
|
(b) The fixed assets of the Company were physically verified in full
by the management during the year. According to the information and explanations given to
us and as examined by us, no material discrepancies were noticed on such verification. |
|
(c) According to the information and explanations given to us, the
records examined by us and based on the examination of the conveyance deeds provided to
us, we report that, the title deeds, comprising all the immovable properties of land and
buildings which are freehold, are held in the name of the Company as at the balance sheet
date. |
|
(d) The company has not revalued its Property, Plant and Equipment
(including Right of Use assets) during the year. |
|
(e) According to the information and explanations given to us and as
examined by us, no proceedings 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. |
2. |
(a) According to the information and explanations given to us and as
examined by us, company does not have any inventory balance for the year ended on 31st
March 2022. |
|
(b) According to the information and explanations given to us, the
company has not been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks or financial institutions on the basis of security of current
assets; during the financial year. |
3. |
According to information and explanation given to us, the company has
not made investments in, provided any guarantee or security or granted any loans or
advances in the nature of loans, secured or unsecured to companies, firms, limited
liability partnerships or any other parties. Accordingly, paragraph 3 (iii) of the order
is not applicable. |
5. |
In our opinion and according to the information and explanations given
to us, the company has not accepted any deposits and accordingly paragraph 3 (v) of the
order is not applicable. |
6. |
The Central Government of India has not prescribed the maintenance of
cost records under sub-section (1) of section 148 of the Act for any of the activities of
the company and accordingly paragraph 3 (vi) of the order is not applicable. |
| 7. |
In respect of statutory dues: |
|
(a) According to the information and explanations given to us, there
are no undisputed statutory dues payable in respect of Goods and Services Tax, provident
fund, employees state insurance, income-tax, sales- tax, |
|
service tax, duty of customs, duty of excise, value added tax, cess
and any other statutory dues as at March 31, 2022, which are in arrears for a period of
more than six months from the date they became payable. |
|
(b) According to the information and explanations given to us and the
records of the company examined by us, there are no statutory dues in respect of Goods and
Services Tax, provident fund, employees state insurance, income-tax, sales- tax, service
tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues,
which have not been deposited on account of any dispute. |
8. |
According to the information and explanations given to us there are no
transactions not recorded in the books of account which have been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of
1961). |
9. |
In our opinion and according to the information and explanations given
to us, the company has no outstanding dues to any financial institutions or banks or any
government during the year. Accordingly, paragraph 3 (ix) of the order is not applicable. |
10 |
(a) The Company has not raised any money by way of initial public
offer or further public offer (including debt instruments) and has not taken any term
loans during the year. Accordingly, paragraph 3 (x)(a) of the order is not applicable. |
|
(b) The company has not made any preferential allotment or private
placement of shares or convertible debentures (fully, partially or optionally convertible)
during the year. Accordingly, paragraph 3 (x)(b) of the order is not applicable. |
11. |
To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company or no material fraud on the Company by
its officers or employees has been noticed or reported during the year. |
12. |
The Company is not a Nidhi Company and accordingly, paragraph 3 (xii)
of the order is not applicable to the Company. |
13. |
According to the information and explanations given to us and based on
our examination of the records of the company, transactions with the related parties are
in compliance with section 177 and 188 of the Act. The details of such transactions have
been disclosed in the financial statements as required by the applicable accounting
standards. |
14. |
The company is not required to conduct internal audit and does not
have an internal audit system commensurate with the size and nature of its business since
it is inoperative. |
15 |
According to the information and explanations given to us and based on
our examination of the records of the company, the company has not entered into non-cash
transactions with directors or persons connected with them. Accordingly, paragraph 3(xv)
of the order is not applicable. |
16. |
(a) According to the information and explanations given to us and
based on our examination of the records of the company, the company is not required to be
registered under section 45-IA of the Reserve Bank of India Act 1934. |
|
(b) According to the information and explanations given to us and
based on our examination of the records of the company, the company has not conducted any
Non- Banking Financial or Housing Finance activities without a valid Certificate of
Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act,
1934; |
|
(c) According to the information and explanations given to us and
based on our examination of the records of the company, the company is not a Core
Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
Accordingly, paragraph 3(xvi)(c) and (d) of the order is not applicable. |
17. |
The company has incurred cash losses in the FY 2022-23 of Rs.137.16
and Rs. 35.42 lakhs in the immediately preceding financial year ie, FY 2021-22. |
18. |
There has been no instance of any resignation of the statutory
auditors occurred during the year |
19. |
No material uncertainty exists as on the date of the audit report that
company is capable of meeting its liabilities existing at the date of balance sheet as and
when they fall due within a period of 1 year from the balance sheet date. |
20 |
Based on examination of the books and records of the company and
according to the information and explanation given to us the provisions of Section 135 of
the Companies Act 2013 is not applicable to the company |
21 |
The reporting under clause 3 (XXi) is not applicable in respect of
audit of Standalone Financial Statement of the Company accordingly no comment has been
included in respect of such clause under this report. |
For S R Pai & Co. Chartered Accountants
Firm Registration No: 0010793S
Sd/-
CA S Rajeeva Pai
Partner
Membership No. 214230
UDIN: 23214230BGWQFD4115
Place: Cochin
Date:27/05/2023
Annexure "B" to the Independent Auditors Report
(Referred to in paragraph 2 (f) under ‘Report on other legal and regulatory
requirements section of our report to the Members of TECIL CHEMICALS AND HYDRO POWER
LIMITED of even date)
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 TECIL
CHEMICALS AND HYDRO POWER LIMITED as at March 31, 2023, in conjunction with our audit of
the financial statements of the Company for the year ended on that date.
Managements responsibility for internal financial controls
The board of directors of the Company is responsible for establishing and maintaining
internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, 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 internal financial controls over
financial reporting of the Company 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") issued by
the Institute of Chartered
Accountants of India and the standards on auditing prescribed under Section 143 (10) of
the Companies Act, 2013, to the extent applicable to an audit of internal financial
controls. 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 were 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 depend on the auditors judgement, including the assessment of the risks of
material misstatement in the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and a basis for our
audit opinion on the
Companys internal financial control system over financial reporting.
Meaning of internal financial controls over financial reporting
A companys 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 companys internal financial control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) 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 (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
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 of 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 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 and according to the information and explanations given to us, the
Company has, in all material respects, an adequate internal financial control system over
financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2022, 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.
For S R Pai & Co Chartered Accountants
Firm Registration No: 0010793S
Sd/-
CA S Rajeeva Pai
Partner
Membership No. 214230
UDIN: 23214230BGWQFD4115
Place: Cochin
Date: 27/05/2023
+91-9892691696
