We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and signifi cant audit fi ndings, including any
signifi cant defi ciencies 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 signifi cance
in the audit of the standalone Ind AS 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 benefi ts 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" to this report a
statement on the matters specifi ed in paragraphs 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 Profi t and Loss including the statement of
Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specifi ed under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March
31, 2023 taken on record by the Board of Directors, none of the directors is disqualifi ed
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 Report in "Annexure B" to this report.
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, the
remuneration paid by the Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.
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:
INDEPENDENT AUDITORS REPORT
(i) The Company has disclosed the impact of pending litigations on its financial
position in its standalone Ind AS financial statements. Refer Note No.26.1.2 of Standalone
Ind AS Financial Statements.
(ii) The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
(iv) (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) 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 or entity, including foreign
entity ("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 identifi ed in any manner whatsoever by or on behalf of the
Company ("Ultimate Benefi ciaries") or provide any guarantee, security or the
like on behalf of the Ultimate Benefi ciaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity ("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 identifi ed in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Benefi ciaries") or provide any guarantee, security or the like on
behalf of the Ultimate Benefi ciaries;
(c) Based on the audit procedures that we have considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations as provided under (a) and (b) above, contain any material misstatement.
(v) The fi nal dividend declared and paid by the Company during the year in respect of
the previous financial year is in accordance with section 123 of the Act 2013 to the
extent it applies to payment of dividend.
The Board of Directors of the Company have proposed fi nal dividend for the year which
is subject to the approval of the members at the ensuing Annual General Meeting. The
dividend declared is in accordance with section 123 of the Act to the extent it applies to
declaration of dividend.
(vi) Proviso to Rule 3(1) of Companies (Accounts) Rule, 2014 for maintaining books of
accounts using accounting software which has a feature of recording audit trail (edit log)
facility is applicable to the Company with effect from April 1, 2023 and accordingly,
reporting under Rule 11(g) of Companies (Audit and Auditors) Rules 2014 is not applicable
for the financial year ended March 31, 2023.
|
For BRAHMAYYA & CO. |
|
Chartered Accountants |
|
Firm Regn. No. 000511S |
|
P. BABU |
| Place : Chennai |
Partner |
| Date : May 25, 2023 |
Membership No. 203358 |
|
UDIN: 23203358BGWESB5929 |
"Annexure-A" to the Independent Auditors Report
Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of
our report of even date
(i) a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property plant and equipment.
The Company has maintained proper records showing full particulars of intangible
assets.
b) The Property Plant and Equipment were physically verified by the management during
the year, in accordance with an annual plan of verifi cation, which in our opinion is
reasonable having regard to the size of the Company and the nature of the Property Plant
and Equipment. According to the information and explanation given to us, no material
discrepancies were noticed on such verifi cation.
c) Based on our examination of the records of the company and according to the
information and explanations given to us, the title deeds of all the immovable properties
which are freehold are held in the name of the company and such title deeds have been
pledged with banks as security for loan facilities.
d) Based on our examination of the records of the company and according to the
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) No proceedings have been initiated during the year or are pending against the
company as at March 31, 2023 for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
(ii) a) The inventories have been physically verifi ed by the management at reasonable
intervals during the year. In our opinion, the frequency of such verifi cation is
reasonable. The discrepancies noticed on verifi cation between the physical stocks and the
book records which were not material, have been properly dealt with in the books of
account. b) Based on our examination of the records of the company and according to the
information and explanations given to us, the Company has been sanctioned working capital
limits in excess of fi ve crore rupees in aggregate from banks during the year on the
basis of security of current assets. The quarterly returns or statements fi led by the
company with such banks are in agreement with the books of account of the Company.
(iii) Based on our examination of records and according to the information and
explanations given to us, the Company has not provided any guarantee or security or
granted any loans or advances in the nature of loans, secured or unsecured, to companies,
fi rms, Limited Liability Partnerships or any other parties. Accordingly, reporting under
clause 3(iii) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations given to us, the
Company has not granted any loan to its directors, covered under Section 185 of Companies
Act, 2013. Section 186 of the Companies Act, 2013 is not applicable to the company for the
year.
(v) According to the information and explanations given to us, The Company has not
accepted public deposits which requires compliance with the provisions of sections 73 to
76 of the Companies Act or any other relevant provisions of the Act and rules made
thereunder. Accordingly, reporting under clause 3(v) of the Order is not applicable (vi)
According to the information and explanations given to us, the Maintenance of cost records
has been specifi ed by the Central Government under subsection (1) of section 148 of the
Act in respect of the products manufactured by the Company and we have broadly reviewed
the cost records and are of the opinion that, prima facie, the prescribed cost records
have been so made and maintained. We have, however, not made a detailed examination of the
cost records with a view to determine whether they are accurate or complete.
(vii) a) The Company is regular in depositing undisputed statutory dues including goods
and service tax, provident fund, employees state insurance, income tax, and other
statutory dues applicable to it during the year with appropriate authorities. According to
the information and explanations given to us, there were no undisputed amounts payable in
respect of these statutory dues outstanding as at March 31, 2023 for a period of more than
six months from the date they became payable. b) According to the information and
explanations given to us, in case dues of income tax, sales tax, customs duty have not
been deposited on account of dispute, the amounts involved and the forum where dispute is
pending are mentioned below:
( in Lakhs)
Name of Statute |
Amount of Dispute |
Amount of Dispute |
Amount Deposited |
Forum where dispute is pending |
|
(31/3/23) |
(31/3/22) |
(31/3/23) |
|
| Commercial Tax (VAT, CST, |
16.18 |
16.18 |
- |
Honble High Court. |
| Sales Tax, Entry Tax). |
|
|
|
|
| Commercial Tax (VAT, CST, |
|
2.94 |
|
VAT Tribunal |
| Sales Tax, Entry Tax). |
|
|
|
|
| Commercial Tax (VAT, CST, |
3.30 |
20.04 |
- |
Deputy Commissioner |
| Sales Tax, Entry Tax). |
|
|
|
|
| Commercial Tax (VAT, CST, |
25.07 |
20.68 |
2.00 |
Commercial Tax Offi cer |
| Sales Tax, Entry Tax). |
|
|
|
|
| Commercial Tax – GST |
|
0.73 |
|
Commercial Tax Offi cer |
| Customs Duty Act 1962 |
12.50 |
12.50 |
- |
Commissioner of Customs |
| Income Tax Act 1961 |
58.48 |
58.48 |
30.00 |
Income-Tax Appellate |
|
|
|
|
Tribunal |
| Income Tax Act 1961 |
74.28 |
74.28 |
7.03 |
Commissioner Appeals |
| Income Tax Act 1961 |
14.47 |
15.70 |
- |
Assessing Offi cer |
(viii) According to the information and explanation given to us, the company has not
surrendered or disclosed any transaction, previously unrecorded in the books of account,
in the tax assessments under the Income Tax Act, 1961, as income during the year.
Accordingly, reporting under clause 3(viii) of the order in not applicable.
(ix) a) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not defaulted in repayment of
loans or other borrowings or in the payment of interest thereon to any lender during the
year. Accordingly, reporting under clause 3(ix)(a) of the order in not applicable. b)
According to the information and explanations given to us, the company has not been
declared wilful defaulter by any bank or financial institution or government or any
government authority. c) According to the information and explanations given to us and
based on our examination of the records of the Company, the term loans were applied for
the purpose for which loans were obtained during the year.
d) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not utilised the funds raised
on short term basis for long term purposes. e) According to the information and
explanations given to us and on our examination of the records of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries or associate companies. Accordingly, reporting under clause 3(ix)(e)
of the order in not applicable. f) According to the information and explanations given to
us, the company has not raised loans during the year on the pledge of securities held in
its subsidiaries or associate companies. Accordingly, reporting under clause 3(ix)(f) of
the order in not applicable.
(x) a) In our opinion and according to the information and explanations given to us,
the Company has neither raised during the year any money by way of initial public offer or
further public offer (including debt instruments). Accordingly, reporting under clause
3(x)(a) of the order in not applicable. b) In our opinion and according to the information
and explanations given to us, the Company has not made any preferential allotment or
private placement of shares/ fully or partly or optionally convertible debentures during
the year. Accordingly, reporting under clause 3(x)(b) of the order in not applicable.
(xi) a) To the best of our knowledge and belief and according to the information and
explanations given to us, no fraud by the Company or no fraud on the Company has been
noticed or reported during the course of our audit. b) During the year, no report under
sub-section (12) of section 143 of the Companies Act, 2013 has been fi led in Form ADT-4
as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government. c) As represented to us by the Management, there are no whistle blower
complaints were received by the Company during the year.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi company as per provisions of the Companies Act, 2013. Accordingly,
reporting under clause 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, all transactions with the related parties are
in compliance with sections 177 and 188 of the Companies Act where applicable and details
of such transactions have been disclosed in the Standalone financial statements as
required by the applicable accounting standards.
(xiv) a) In our opinion and based on our examination, the Company has an adequate
internal audit system commensurate with the size and the nature of its business. b) The
reports of internal auditors of the company issued for period under audit have been
considered by us.
(xv) According to the information and explanations given to us and based on our
examination of the records of the Company during the year, the Company has not entered
into non-cash transactions with directors or persons connected with its directors.
Accordingly, reporting under clause 3(xv) of the order in not applicable.
(xvi) a) In our opinion, the Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b)
and (c) of the Order is not applicable. b) In our opinion, there is no core investment
company within the Group (as Defined in the Core Investment Companies (Reserve Bank)
Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not
applicable.
(xvii) Based on our examination of the records of the company, the Company has not
incurred cash losses during the current year covered by our audit and in the immediately
preceding financial year. (xviii) There has been no resignation of the statutory auditors
of the Company during the year. Accordingly reporting under clause 3(xviii) of the order
in not applicable.
(xix) According to the information and explanations given to us and 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, 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 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) a) There is no unspent amount towards Corporate Social Responsibility (CSR)
projects requiring a transfer to a Fund specifi ed in Schedule VII to the Companies Act in
compliance with second proviso to sub-section (5) of Section 135 of the said Act. b) There
are no unspent amounts in respect of ongoing projects, that are required to be transferred
to a special account in compliance of provision of sub section (6) of section 135 of
Companies Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable
for the year.
|
For BRAHMAYYA & CO. |
|
Chartered Accountants |
|
Firm Regn. No. 000511S |
|
P. BABU |
| Place : Chennai |
Partner |
| Date : May 25, 2023 |
Membership No. 203358 |
|
UDIN: 23203358BGWESB5929 |
"Annexure-B" to the Independent Auditors Report
Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements
of our report of even date Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Thejo
Engineering Limited ("the Company") as of March 31, 2023 in conjunction with
our audit of the standalone Ind AS financial statements of the Company for the year ended
on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
("the Guidance Note") issued by the Institute of Chartered Accountants of India
(‘ICAI). 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 companys 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 ("the
Act").
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note issued by ICAI 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. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over
financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is suffi cient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls 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 (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly refl ect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material 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, to the best of our information and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2023, based on the internal financial
control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note issued by the ICAI.
|
For BRAHMAYYA & CO. |
|
Chartered Accountants |
|
Firm Regn. No. 000511S |
|
P. BABU |
| Place : Chennai |
Partner |
| Date : May 25, 2023 |
Membership No. 203358 |
|
UDIN: 23203358BGWESB5929 |
+91-9892691696
