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S & S Power Switchgear Ltd.

BSE: 517273 Sector: Engineering
NSE: S&SPOWER ISIN Code: INE902B01017
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NSE 00:00 | 29 Nov 22.50 0.20
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OPEN 22.85
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VOLUME 112
52-Week high 37.95
52-Week low 20.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 22.85
CLOSE 22.90
VOLUME 112
52-Week high 37.95
52-Week low 20.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S & S Power Switchgear Ltd. (S&SPOWER) - Auditors Report

Company auditors report

TO THE MEMBERS OF S&S POWER SWITCHGEAR LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying Standalone Financial Statements of S&SPower Switchgear Limited (‘the Company') which comprise the Balance Sheetas at 31st March 2021 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the statement of Cash Flows for the yearthen ended and notes to the Standalone Financial Statements including a summary of thesignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone

Financial Statements give the information required by the CompaniesAct 2013 ("the Act") in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Actread with Companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2021 the loss and 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 inaccordance with the Standards on Auditing specified under Section 143(10) of the CompaniesAct2013. Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (‘ICAI')together with the independence requirements that are relevant to our audit of theStandalone Financial Statements under the provisions of the Companies Act2013 and therules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion on theStandalone Financial Statements.

Going Concern

We draw attention to Note 46 in the Standalone financial statementswhich indicates that the accounts are prepared on a going concern basis due to continuedfinancial support of the promoters. The Standalone financial statements do not include anyadjustments that would results from the withdrawal of support which is described in theNote 46.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone Financial Statements of thecurrent period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Impairment testing of investments in subsidiaries
Refer Note 5 and 6 to the accompanying standalone financial statements Our procedures included but were not limited to the following:
As at 31 March 2021 the carrying amount of investment in subsidiaries viz Acrastyle Power (India) Limited Acrastyle EPS Technologies Limited and S&S Power Switchgear Equipment Limited is Rs. 1301.99 Lakhs. Further the company has also advanced loans to these subsidiaries and the amount due along with interest accrued thereon as at 31st March 2021 (net of provisions) is Rs. 1239.08 Lakhs. Acrastyle Power (India) Limited further has invested in two subsidiaries viz Acrastyle Limited UK and Acrastyle Switchgear Limited UK. • Obtained an understanding of management's process and evaluated design and tested operating effectiveness of controls around identification of indicators of impairment under Ind AS and around valuation of the business of the subsidiaries to determine recoverable value of the said investment and loans granted
As required under Ind-AS the management has performed an impairment assessment and has estimated the recoverable amount of its investment in the subsidiaries using applicable valuation models which is complex and involves the use of significant management estimates and assumptions that are dependent on expected future market and economic conditions. • Assessed the appropriateness of methodology and valuation model used by the management to estimate the recoverable value of investment in the subsidiaries and loans granted;
Considering the materiality of the amounts involved the significant management judgement required in estimating the quantum of diminution in the value of investment and such estimates and judgements being inherently subjective this matter has been identified as a key audit matter for the current year audit. • Assessed the professional competence objectivity and capabilities of the valuation specialist engaged by the management;
• Assessed the reasonableness of assumptions relating to -evenue growth rate gross margins discount rates etc. based on historical results current developments and future plans of the business estimated by management using expertise of our valuation specialist on required parameters;
• Assessed cash flow forecasts to ensure consistency with current operations of the Company and performed sensitivity analysis on key assumptions used in management's calculated -ecoverable value.
Based on our procedures we also considered the adequacy of disclosures in respect of investment in the said subsidiaries and loans granted in the notes to the standalone financial statements.

Information other than the Standalone Financial Statements andAuditor's report thereon

The Company's Management and Board of Directors are responsiblefor the preparation of the other information. The other information comprises theinformation included in the Board's Report including annexures to that Board'sreport Corporate Governance and Shareholder's information but does not include theStandalone Financial Statements and our auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover theOther Information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these Standalone Financial Statements that give a true and fair view ofthe financial position financial performance total comprehensive income changes inequity and cash flows of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the Standalone Financial Statements that give a true and fair view and arefree from material misstatement whether due to fraud or error.

In preparing the Standalone Financial Statements Management and Boardof Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless Board of Directors either intends to liquidatethe Company or to cease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance but is not aguarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of theseStandalone Financial Statements. As part of an audit in accordance with Standards onAuditing we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the Company has adequate internal financial control system in place andthe operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the Standalone Financial Statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements. Wecommunicate with those charged with governance regarding among other matters the plannedscope and timing of the audit and significant audit findings including any significantdeficiencies in internal control that we identify during our audit;

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards;

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of section143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified 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 explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of accounts as required by law havebeen 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 (includingOther Comprehensive Income) the Statement of Change in Equity and the Cash Flow Statementdealt with by this Report are in agreement with the relevant books of accounts;

d) In our opinion the aforesaid Standalone Financial Statementscomply with Ind AS specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e) On the basis of the written representations received from thedirectors as on 31st March 2021 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March 2021 from beingappointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controlswith reference to Standalone Financial reporting of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of Section 197(16) of the Actas amended

In our opinion and to thee best of our information and according to theexplanation given to usthe remuneration paid by the company to its directors during theyear in accordance with the provisions of Section 197 of the Act and

h) With respect to the other matters to be included in theAuditor's Report in accordance with rule 11 of the Companies (Audit and Auditors)Rules 2014 (as amended) in our opinion and to the best of our information and accordingto the explanations given to us:

i) The Company has disclosed the impact of pending litigations on itsfinancial position in the Standalone Financial Statements Refer note 41 to the StandaloneFinancial Statements;

ii.) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

i. The Management has represented that to the best of its knowledgeand belief no funds have been advanced or loaned or invested (either from borrowed fundsor share premium or any other sources or kind of funds) by the Company to or in any otherperson(s) or entity(ies) including foreign entities ("Intermediaries") withthe understanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany 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;

ii. The Management has represented that to the best of its knowledgeand belief no funds have been received by the company from any person(s) or entity(ies)including foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and iii. Based on such auditprocedures that we have considered reasonable and appropriate in the circumstances;nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) contain any material misstatement.

For C N K & Associates LLP
Chartered Accountants
FRN: 101961W/W-100036
V Subramanian
Partner Membership number: 212075
UDIN: 21212075AAAACN8098
REF: Ref/Cert/CHN/023/21-22
Place: Chennai
Date: 29th June 2021

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' in Independent Auditor's Report of even date to themembers of S&S Power Switchgear Limited ("the Company") on the standalonefinancial statements for the year ended 31st March 2021)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Fixed Assets.

(b) As informed to us the company has a phased programme of physicalverification of its fixed assets so as to cover all assets once in three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets;

(c) The Company has provided the title deeds in respect of freeholdland and building which are in the name of the Company as at the Balance Sheet date.

(ii) The inventory has been physically verified by the Management atreasonable intervals during the year and no material discrepancies have been noticed onsuch verification. (iii) The Company has granted unsecured loans to the parties coveredin the register maintained under Section 189 of the Act. (a) In respect of the aforesaidloans the terms and conditions under which such loans were granted are not prejudicial tothe Company's interest.

(b) The aforesaid loans and interest are repayable on demand. TheCompany has not demanded the repayment of the said loans and hence there does not arise asituation for commenting on the regularity of repayment of principal and payment ofinterest.

(c) In respect of the aforesaid loans there is no amount which isoverdue as at the year end.

(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of grant of loans making investments andproviding guarantees and securities as applicable;

(v) In our opinion and as explained to us the Company has not acceptedany deposits during the year and therefore the provisions of sections 73 to 76 or anyother relevant provisions of the Companies Act 2013 and the rules framed thereunder arenot applicable to the Company. (vi) According to the information and explanations given tous the Company is not required to maintain cost records pursuant to the Companies (CostRecords and Audit) Amendment Rules 2016 and prescribed by the Central Government undersub-section (1) of section 148 of the Companies Act 2013;

(vii) (a) According to the information and explanation given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing the undisputed statutory dues including provident fundemployees' state insurance Income tax Duty of Customs Goods and Service Tax andother material statutory dues as applicable and there are no undisputed statutory duesoutstanding as at 31st March2021for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us and therecords of the Company examined by us the particulars of dues of income tax excise dutyand customs duty as at 31st March 2021 which have not been deposited on account of adispute are as follows: (Refer note 41 to the Financial Statements)

Name of the Statute Nature of Dues Amount Period to which the amount relates Forum where the matter is pending
Central Excise Act 1944 Excise Duty 341.90 1993 to 1997 The Company has obtained favourable Order from CESTAT and is following up with the authorities for the refund of pre deposit paid.
Foreign Trade Policy Differential Customs Duty 172.47 1998 to 1999 DGFT Delhi
Income Tax Act 1961 Tax on waiver of principal portion of loans by bankers 92.98 AY 2007-08 ITAT Chennai

(viii) According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in repayment ofdues to financial institutions bank or government.. The Company has not issued anydebentures.

(ix) According to the records of the Company examined by us and theinformation and explanation given to us the Company has not raised money by way ofinitial public offer or further public offer (including debt instruments) and term loanswere applied for the purpose for which the loan were obtained during the year.

(x) During the course of our examination of the books of account andrecords of the Company carried out in accordance with the generally accepted auditingpractices in India and according to the information and explanations given to us we haveneither came across any incidence of fraud on or by the Company noticed or reported duringthe year nor we have been informed of any such case by the management;

(xi) In our opinion and according to the Information and explanationsgiven to us the managerial remuneration has been paid in accordance with requisiteapprovals mandated by the provisions of section 197 read with Schedule V of the CompaniesAct 2013;

(xii) The Company is not a Nidhi company and therefore the provisionsare not applicable to the company;

(xiii) In our opinion and according to the information and explanationsgiven to us the company is in compliance with the provisions of section 177 and 188 ofthe Companies Act 2013 where applicable for all the transactions with the relatedparties and the details of related party transactions have been disclosed in theStandalone Financial Statements as required by the applicable accounting standards;

(xiv) The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company during the year the Company hasnot entered into non-cash transactions with directors or persons connected with them.Hence the provisions of Section 192 of the Act are not applicable;

(xvi) According to the information and explanations given to us andbased on our examination of the records of the Company the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For C N K & Associates LLP
Chartered Accountants
FRN: 101961W/W-100036
V Subramanian
Partner Membership number: 212075
UDIN: 21212075AAAACN8098
REF: Ref/Cert/CHN/023/21-22
Place: Chennai
Date: 29th June 2021

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 (the "Act")

We have audited the internal financial controls with reference toStandalone Financial Statements of S&S Power Switchgear Limited (the"Company") as of 31st March 2021 in conjunction with our audit ofthe Standalone Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference toStandalone Financial Statements 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 designimplementation and maintenance of adequate internal financial controls with reference tofinancial statements that were operating effectively for ensuring the orderly andefficient conduct of the Company's business the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to Standalone Financial Statements based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting (the "GuidanceNote") and the Standards on Auditing specified under Section 143(10) of the CompaniesAct2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to Standalone Financial Statements were established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe internal financial controls with reference to Standalone Financial Statements andtheir operating effectiveness. Our audit of internal financial controls with reference toStandalone Financial Statements included obtaining an understanding of internal financialcontrols with reference to Standalone Financial Statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the Standalone Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial controls with reference toFinancial Statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of Financial Statements forexternal purposes in accordance with generally accepted accounting principles. ACompany's internal financial control with reference to Financial Statements includesthose policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the Company arebeing made only in accordance with authorisations of management and directors of theCompany; and

(3) Provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assetsthat could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overFinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to Financial Statements to future periods are subject to the risk that internalfinancial control with reference to Financial Statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls with reference to Standalone Financial Statements and suchinternal financial controls with reference to Standalone Financial reporting wereoperating effectively as at 31st March 2021 based on the internal controlwith reference to Standalone Financial Statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For C N K & Associates LLP
Chartered Accountants
FRN: 101961W/W-100036
V Subramanian
Partner Membership number: 212075
UDIN: 21212075AAAACN8098
REF: Ref/Cert/CHN/023/21-22
Place: Chennai
Date: 29th June 2021

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