To the Members
Veto Switchgears and Cables Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the Standalone financial statements of Veto
Switchgears and Cables Limited ("the Company"), which comprise the balance
sheet as at 31st March 2023, and the statement of Profit and Loss (Including Other
Comprehensive Income), statement of cash flows and statement of changes in equity for the
year then ended, and notes to the standalone financial statements, including a summary of
signi icant 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 standalone Ind AS financial statements give the
information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India including the Ind
AS, of the financial position of the Company as at 31st March 2023, and its financial
performance including other comprehensive income, its cash flows and the changes in equity
for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing
(SAs) speci ied 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 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 together with the ethical requirements that are relevant to our audit
of the Standalone financial statements under the provisions of the Companies Act, 2013 and
the Rules thereunder, and we have ful_illed our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is suf icient 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 signi icance in our audit of the Standalone financial statements of the
current period. These matters were addressed in the context of our audit of the Standalone
financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. During the course of our audit, we have determined
that there are no key audit matters to be communicated in our report.
Information Other than the Financial Statements and Auditors Report
Thereon
The Companys Board of Directors is responsible for the other
information. The other information comprises the information included in the management
discussion and analysis Boards Report, Annual Report, Report on Corporate governance and
Business Responsibility report but does not included in the standalone financial
statements and our auditors report thereon.
Our opinion on the 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 standalone 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.
Responsibilities of Management and Those Charged with Governance for
the Financial Statements
The Companys Board of Directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the
preparation of these 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, including the IND AS speci ied under section 133
of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Standalone 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.
Those Board of Directors are also responsible for overseeing the
Companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
1. Our objectives are to obtain reasonable assurance about whether the
Standalone 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 in luence the
economic decisions of users taken on the basis of these Standalone financial statements.
2. 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
Standalone financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is suf icient 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 signi icant 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
Standalone financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.
3. We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and signi icant audit findings,
including any signi icant de iciencies in internal control that we identify during our
audit.
4. 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.
5. From the matters communicated with those charged with governance, we
determine those matters that were of most signi icance in the audit of the Standalone
inancial 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 bene its 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 statement on the
matters speci ied 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 Standalone Ind AS financial statements 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 IND AS as speci ied 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 31st March, 2023 taken on record by the Board of Directors, none of the
directors is disquali ied as on 31st March, 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".
(g) 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:
i. The Company has disclosed pending litigation in its financial
statements (refer note no.32)
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, 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 identi ied in any manner
whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(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 identi ied in any manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
(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 dividend declared and paid by the Company during the year is in
accordance with Section 123 of the Act.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for
maintaining books of account 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.
3. 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.
Annexure "A" to the Independent Auditors Report of even date
on the financial statements of Veto Switchgears and Cables Limited for the year ended 31st
March 2023.
As required by the Companies (Auditors Report) Order, 2020 and
according to the information and explanations given to us during the course of the audit
and on the basis of such checks of the books and records as were considered appropriate we
report that :
(i) In respect of the Companys Property, Plant and Equipment and
Intangible Assets:
a. (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of Property, Plant and Equipment
and relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars
of intangible assets.
b. The Company has a program of physical verification of Property,
Plant and Equipment and right-of-use assets so to cover all the assets once every three
years which, in our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment
were due for verification during the year and were physically veri ied by the Management
during the year. According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
c. According to the information and explanations given to us and on the
basis of our examination of the records of the Company the title deeds are held in the
name of the company.
d. The Company has not revalued any of its Property, Plant and
Equipment (including right-of- use assets) 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 veri ied by the
management during the year at reasonable intervals. No material discrepancies were noticed
on physical verifiication of inventories by the management.
(b) During the year, the company has been sanctioned working capital
limits in excess of five crore rupees, in aggregate from bank on the basis of security of
current assets. The quarterly returns filed by the company with such bank were in
agreement with the books of accounts
(iii)The Company has made investments in a Subsidiary Companies and
granted unsecured loans to a Subsidiary Companies, in respect of which:
(a) The Company has provided unsecured loans to its Subsidiary
Companies amounting to Rs. 2961.42 lakhs and balance outstanding at the balance sheet date
was Rs. 2649.59 lakhs. The Company has not provided any advances in the nature of loans or
stood guarantee or provided security to any other entity during the year.
(b) In our opinion, the investments made and the terms and conditions
of the grant of loans, during the year are, prima facie, not prejudicial to the Companys
interest.
(c) In respect of loans granted by the Company, no repayment schedule
has been stipulated for repayment of principal and interest.
(d) In respect of loans granted by the Company, there is no overdue
amount remaining outstanding as at the balance sheet date.
(e) No loan granted by the Company which has fallen due during the
year, has been renewed or extended or fresh loans granted to settle the overdues of
existing loans given to the same parties.
(f) The company has granted unsecured loans repayable on demand to its
Subsidiary Company amounting to Rs. 2961.42 lakhs and balance outstanding at the balance
sheet date was Rs. 2649.59 lakhs which are 100% to the total loans granted.
The Company has not provided any guarantee or security or granted any
advances in the nature of loans, secured or unsecured, to companies, _irms, Limited
Liability Partnerships or any other parties.
(iv) Based on information and explanation given to us in respect of
loans, investments, guarantees and securities, the Company has complied with the
provisions of Sections of Section 185 and 186 of the Act.
(v) In our opinion and according to the information and explanation
given to us, the Company has not accepted any deposit from the public in accordance with
the provisions of sections 73 to 76 or amounts which are deemed to be deposits of the Act
and the rules framed there under. Hence, reporting under clause 3(v) of the Order is not
applicable.
(vi) The Central Government has prescribed the maintenance of cost
record under Section 148(1) of the Act. We have not reviewed the cost records maintained
by the Company but based on the information submitted by the Company we are of the view
that such accounts and records have been made and duly maintained.
(vii) (a) Accordingly to the records of the Company, the undisputed
statutory dues including 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, Goods and Service Tax and other statutory dues wherever applicable have
regularly been deposited with the appropriate authorities. There are no undisputed amount
payable in respect of such statutory dues which have remained outstanding as at 31st
March, 2023 for a period more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no statutory dues referred to in sub-clause(a) on account of any dispute with the
relevant authorities.
(viii)According to the information and explanations given to us, there
were no transactions relating to previously unrecorded income that have been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (43 of 1961).
(ix) (a) Based on our audit procedure and as per the information and
explanation given by the management, the company has not defaulted in repayment of loans
or other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us, the
Company is not declared as } wilful defaulter by by any bank or financial institution or
other Lender.
(c) According to the information and explanations given to us, term
loans were applied for the purpose for which the loans were obtained.
(d) According to the information and explanations given to us, funds
raised on short term basis have not been utilised for long term purposes.
(e) The Company has not taken any funds from any entity or person on
account of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) The Company has not raised any loans during the year on the pledge
of securities held in its subsidiaries, joint ventures or associate companies.
(x) (a) The Company has not raised any money by way of initial public
offer, further public offer (including debt instruments) during the year. Accordingly, the
provisions of Clause 3(x)(a) of the Order are not applicable to the Company.
(b) During the year, the Company has not made any preferential
allotment or private placement of shares or convertible debentures (fully or partly or
optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
(xi) (a) According to the information and explanations given to us, no
fraud by the Company or any fraud on the Company has been noticed or reported during the
year.
(b) According to the information and explanations given to us, 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 upto the date of this report.
(c) According to the information and explanations given to us, the
Company has not received any whistle blower Complaints during the year.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the
Order is not applicable.
(xiii)According to the information and explanations given to us and
based on our examinations of the records of the Company, transactions with the related
parties are in compliance with sections 177 and 188 of the Act, where applicable. The
details of such related party transactions have been disclosed in the financial statements
as required by applicable accounting standards.
(xiv) (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 for the year under
audit, issued to the Company during the year and till date, in determining the nature,
timing and extent of our audit procedures.
(xv) According to the information and explanations given to us and
based on our examination of the records, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
(xvi) 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), (c) and (d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial
year covered by our audit and the immediately preceding financial year.
(xviii)There has been no resignation of the statutory auditors of the
Company during the year.
(xix) On the basis of the financial ratios, ageing and expected dates
of realisation 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) There are no unspent amounts towards Corporate Social
Responsibility (CSR) Accordingly, reporting under clause 3(xx) of the Order is not
applicable for the year.
Annexure "B" to the Independent Auditors Report of even date
on the Standalone Ind AS financial statements of Veto Switchgears and Cables Limited for
the year ended 31st March 2023.
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 Veto Switchgears and Cables 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 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.
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 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 issued by ICAI. 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 judgement, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is suf icient 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 re lect the
transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of inancial
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 (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized 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, 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 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 ICAI.
| For C A S & Co |
| Place: Mumbai |
| Chartered Accountants |
| Date: May 30, 2023 |
| Firms Registration No. 111075W |
| Ajad Mehata |
| Partner |
| Mem. No. 139040 |
| UDIN : 23139040BGXSXE6876 |
+91-9892691696
