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JSW Holdings Ltd.

BSE: 532642 Sector: Financials
NSE: JSWHL ISIN Code: INE824G01012
BSE 13:31 | 20 Oct 4743.05 40.65
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NSE 13:17 | 20 Oct 4740.35 31.15
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OPEN 5490.00
PREVIOUS CLOSE 4702.40
VOLUME 57
52-Week high 6000.05
52-Week low 2181.50
P/E 77.59
Mkt Cap.(Rs cr) 5,265
Buy Price 4715.95
Buy Qty 1.00
Sell Price 4744.30
Sell Qty 10.00
OPEN 5490.00
CLOSE 4702.40
VOLUME 57
52-Week high 6000.05
52-Week low 2181.50
P/E 77.59
Mkt Cap.(Rs cr) 5,265
Buy Price 4715.95
Buy Qty 1.00
Sell Price 4744.30
Sell Qty 10.00

JSW Holdings Ltd. (JSWHL) - Auditors Report

Company auditors report

To the Members of JSW Holdings Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of JSW HoldingsLimited ("the Company") which comprise the standalone balance sheet as at March31 2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2021 its profit total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under sub-section (10) of section 143 of the Act.Our responsibilities under those Standards further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance 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 financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe Key audit matters to be communicated in our report.

1. Valuation of Investments in Un-Quoted Securities
The Key audit matter
The company has investments in equity and preference shares which are un-quoted.
These instruments are measured at fair value with the corresponding fair value change recognized in other comprehensive income. The valuation is performed by the company using a fair value hierarchy as applicable below:
Level 1: valuations based on quoted prices (unadjusted) in active markets..
Level 2: valuations based on other than quoted prices included within level 1 that are observable either directly or indirectly
Level 3: valuations based on unobservable inputs for the asset. The valuation of investments is inherently subjective - most predominantly for the level 2 and level 3 investments since these are valued using inputs other than quoted prices in an active market. Key inputs used in the valuation of individual level 2 investments are market price of quoted investments illiquidity discount etc. In addition the company determines whether objective evidence of impairment exists for individual investments. Given the inherent subjectivity in the valuation of level 2 investments we determined this to be a significant matter for our audit. This was an area of focus for our audit and an area where significant audit effort was directed.
Disclosures on the investments are included at Note 8 and Note 29 to the Standalone Financial Statements.
Auditor's Response
Our audit procedures included among other things an assessment of the methodology and the appropriateness of the valuation models and inputs used by management to value investments.
Further we assessed the valuation of all individual investments to determine whether the valuations performed by the company were within a predefined tolerable differences threshold.
As part of these audit procedures we assessed the accuracy of key inputs used in the valuation including observable and nonobservable inputs.
We also evaluated the company's assessment whether objective evidence of impairment exists for individual investments. Based on these procedures we have not noted any material differences outside the predefined tolerable differences threshold.
2. Transactions with related parties
The Key audit matter
Significant part of Company's revenue relates to transactions with related parties as disclosed in Note 31 We considered the related party transactions to be significant to the audit as the risk is that if these transactions are not conducted at arm's length and/or the accounting treatment of the rights and obligations of these transactions are not correct it could influence the results of the group.
Furthermore for financial reporting purposes Ind AS 24 related party disclosure requires complete and appropriate disclosure of transactions with related parties.
Auditor's Response
Our audit procedures included among others the following:
We obtained an understanding of the process for identifying related party transactions performed a walkthrough and evaluated the design of controls related to the risk identified;
We verified that the transactions are approved in accordance with internal procedures including involvement of key personnel at the appropriate level;
We audited the acquisitions to supporting documents to evaluate the managements' assertions that the transactions were at arm's length;
We evaluated the business rationale of the transactions;
We evaluated the rights and obligations per the terms and conditions of the agreements and assessed whether the transactions were recorded appropriately; and
We determined whether the management have disclosed relationships and transactions in accordance with Ind AS 24.

Information Other than the Standalone Financial Statements and Auditors' Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe standalone financial statements and our auditor's report thereon. The Annual Report isexpected to be made available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained 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 misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in sub-section(5) of section 134 of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theincluding the indian accounting standards specified under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements the Management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Management either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under clause (i) of subsection (3) of section 143 of the Act we are also responsible for expressing our opinionon whether the company has adequate internal financial controls with reference tostandalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work; and (ii) to evaluate the effect of any identified misstatements in thestandalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe 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 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by sub-section (3) of section 143 of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

c. The Standalone Balance Sheet the Standalone Statement of Profit and Loss (includingother comprehensive income the Standalone Statement of Changes in Equity and theStandalone Statement of Cash Flow) dealt with by this Report are in agreement with thebooks of account.

d. In our opinion the aforesaid Standalone Financial Statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

e. On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 from being appointed as a director in terms of sub-section (2) ofsection 164 of the Act.

f. With respect to the adequacy of the internal financial controls over financialreporting with reference to standalone financial statements of the Company and theoperating effectiveness of such controls refer to our separate Report in "AnnexureB" to this report.

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of sub-section (16) of section 197 of the Act asamended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

3. With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 23. of the StandaloneFinancial Statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For HPVS & Associates
Chartered Accountants
Firm Registration No.: 137533W
Hitesh Khandhadia
Partner
M.No. 158148
Place: Mumbai UDIN: 21158148AAAABF6640
Date: May 24 2021

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 JSW Holdings Limited of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and nomaterial discrepancies were identified on such verification.

(c) The Company does not have immovable properties hence the reporting underparagraph 3 (i) (c) of the Order is not applicable to the Company.

(ii) The Company's business does not involve inventories and hence the reportingunder paragraph 3 (ii) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly reporting under the provisions of paragraph 3(iii) (a) (b) and (c) ofthe Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantee or security to the partiescovered under section 185. Based on our audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management the Company has complied with theprovisions of section 186 of the Act in respect of the loans and investments made andguarantees and securities provided by it.

(v) According to the information and explanations given to us the Company has notaccepted any deposit and hence reporting under paragraph 3 (v) of the Order is notapplicable to the Company.

(vi) To the best of our knowledge and as explained the Central Government has notprescribed maintenance of cost records under sub-section 1 of section 148 of the Act.

(a) According to the information and explanations given to us and the records of thecompany examined by us the Company is regular in depositing with the appropriateauthorities undisputed statutory dues including provident fund employees' stateinsurance income tax sales-tax service tax duty of customs duty of excise valueadded tax cess and other material statutory dues applicable to it. According toinformation and explanation given to us no undisputed amounts payable were outstandingat the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us the following are theparticulars of disputed amounts payable in respect of income-tax service tax cess andother material statutory dues were outstanding at the year end for a period of more thansix months from the date they became payable as at March 31 2021:

Name of the Statute Nature of the Dues Amount (Rs. In lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 31.10 # A.Y.2008-09 Bombay High court
25.83# A.Y.2010-11 Income Tax Appellate Tribunal
22.59# A.Y.2011-12 Commissioner of Income Tax (Appeals)
9.48# A.Y.2013-14 Income Tax Appellate Tribunal
33.87# A.Y.2014-15 Commissioner of Income Tax (Appeals)
36.73# A.Y.2015-16 Commissioner of Income Tax (Appeals)
122.82# A.Y. 2017-18 Commissioner of Income Tax (Appeals)
156.22# A.Y. 2018-19 Commissioner of Income Tax (Appeals)
# Net of amounts paid under protest

(viii) Based on our examination of documents and records the Company has not taken anyloan from a financial institution a bank the government or issued debentures and hencereporting under paragraph 3 (viii) of the Order is not applicable to the Company.

(ix) Based on our audit procedures performed for the purpose of reporting the true andfair view of the standalone financial statements and according to the information andexplanations given by the management the Company has not raised any money by way ofinitial public offer or further public offer (including debt instruments) and term loanshence reporting under paragraph 3 (ix) of the Order is not applicable to the Company.

(x) Based on the audit procedures performed for the purpose of reporting the true andfair view of the standalone financial statements and according to the information andexplanations given by the Management we report that no fraud by the Company and nomaterial fraud on the Company by its officer or employees has been noticed or reportedduring the year.

(xi) Based on the audit procedures performed for the purpose of reporting the true andfair view of the standalone financial statements and according to the information andexplanations given by the Management we report that the managerial remuneration has beenpaid/provided in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Therefore reporting underthe provisions of paragraph 3 (xii) of the Order are not applicable to the Company.

(xiii) Based on our audit procedures performed for the purpose of reporting the trueand fair view of the standalone financial statements and according to the information andexplanations given by the management transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and the details havebeen disclosed in the notes to the standalone financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the Balance Sheet the Company has not made any preferentialallotment/private placement of shares or fully or partly convertible debentures during theyear.

(xv) Based on our audit procedures performed for the purpose of reporting the true andfair view of the standalone financial statements in our opinion and according to theinformation and explanations given to us the Company has not entered into any non-cashtransactions with directors or persons connected with the directors.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 as the Company is a not a Systemically Important Core InvestmentCompany (CIC) in terms of Core Investment Companies (Reserve Bank) Directions 2011 and iseligible to function as a CIC without applying for registration with the Reserve Bank ofIndia.

For HPVS & Associates
Chartered Accountants
Firm Registration No.: 137533W
Hitesh Khandhadia
Partner
M.No. 158148
Place: Mumbai UDIN: 21158148AAAABF6640
Date: May 24 2021

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under clause (i) of sub-section (3) of section 143 of the Act

(Referred to in paragraph 2(A)(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls over financial reporting of JSWHoldings Limited ("the Company") as of March 31 2021 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls with reference to standalone financial statements based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to standalone financial statements basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (the "Guidance Note") andthe Standards on Auditing issued by ICAI and deemed to be prescribed under sectionsub-section (10) of section 143 of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements bothapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting withreference to standalone financial statements were established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting with reference tostandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting with reference to standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting with reference toStandalone Financial Statements

A company's internal financial control over financial reporting with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A Company's internal financial control over financial reportingwith reference to standalone financial statements includes those policies and proceduresthat (1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofstandalone financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisitionuse or disposition of the Company's assets that could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting withreference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to standalone financial statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls over financial reporting with reference to standalonefinancial statements to future periods are subject to the risk that the internal financialcontrol over financial reporting with reference to standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For HPVS & Associates
Chartered Accountants
Firm Registration No.: 137533W
Hitesh Khandhadia
Partner
M.No. 158148
Place: Mumbai UDIN: 21158148AAAABF6640
Date: May 24 2021

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