To The Members of
SPEL SEMICONDUCTOR LIMITED
The accompanying Abridged Financial Statements of SPEL SEMICONDUCTOR LIMITED(the Company') which comprise the Abridged Balance Sheet as at 31 March 2020 theAbridged Statement of Profit and Loss (including Other Comprehensive Income) the AbridgedStatement of Cash Flows and the Abridged Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and related notes are derived fromthe audited financial statements of the Company for the year ended 31 March 2020. Iexpressed an unmodified audit opinion on those financial statements vide. my report datedAug 31 2020.
The Abridged financial statements do not contain all the disclosures required by theIndian Accounting Standards (Ind AS) referred to in Section 133 of the Companies Act 2013("the Act") and accounting principles generally accepted in India applied inthe preparation of the audited financial statements of the Company. Reading the AbridgedFinancial Statements therefore is not a substitute for reading the audited financialstatements of the Company.
Management's Responsibility for the Abridged Financial Statements
The Company's Board of Directors is responsible for the preparation of summary of theaudited financial statements in accordance with first proviso to Section 136(1) read withRule 10 of Companies (Accounts) Rules 2014 (as amended) and are based on the auditedfinancial statements for the year ended 31 March 2020 prepared in accordance with IndianAccounting Standards referred to in Section 133 of the Act and accounting principlesgenerally accepted in India
My responsibility is to express an opinion on the Abridged financial statements basedon my procedures which were conducted in accordance with Standard on Auditing (SA) 810"Engagements to Report on Summary Financial Statements" issued by the Instituteof Chartered Accountants of India.
In my opinion the Abridged Financial Statements prepared in accordance with firstproviso to section 136(1) of the act read with Rule 10 of the Companies (Accounts) Rules2014 (as amended) are derived from the audited financial statements of the Company for theyear ended 31 March 2020 are a fair summary of those financial statements.
Material Uncertainty Related to Going Concern
The Company has made profits for the year ended March 31 2020. However I draw yourattention to Note 11 to the Abridged Financial Statements of the Company. The Company hasincurred losses and generated negative cash flows during earlier years which indicateexistence of material uncertainty in the Company's ability to continue as a going concernfor a reasonable period of time. In order to continue the Company is apparently dependenton the infused of sufficient funds and restructuring of operations. Based on the fundsinfused and business plans of the management the Company is reasonably expected to carryon the operations as a going concern. On this basis the Company has prepared the financialstatements on going concern basis. My opinion is not modified in respect of this matter.
Emphasis of Matter
I draw your attention to Note 12 to the Abridged Financial Statement which explains theuncertainties and the management's assessment of the potential impact due to lock-downsand other restrictions and conditions related to the COVID-19 pandemic situation andconsequently the Company's results are highly dependent upon future developments whichare highly uncertain. My opinion is not modified in respect of this matter.
K. Nandhiswaran F.C.A.F.C.S.
Membership No. 207644
August 31 2020
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SPEL SEMICONDUCTOR LIMITED
Report on the audit of the Financial Statements
I have audited the accompanying Financial Statements of SPEL SEMICONDUCTOR LIMITED("the Company") which comprise the Balance Sheet as at March 31 2020 theStatement of Profit and Loss Statement of Changes in Equity and Statement of Cash flowsfor the year then ended and a summary of the significant accounting policies and otherexplanatory information.
In my opinion and to the best of my information and according to the explanations givento us the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 and its profit for the year ended on that date.
Basis for Opinion
I conducted my audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act 2013. My responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section in my report. I am independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Companies Act 2013 and the Rules thereunder and I am fulfilled myother ethical responsibilities in accordance with these requirements. I believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for myqualified opinion.
Material Uncertainty Related to Going Concern
The Company has made profits for the year ended March 31 2020. However I draw yourattention to Note 3.14 of the Financial Statement of the Company. The Company has incurredlosses and generated negative cash flows during earlier years which indicate existence ofmaterial uncertainty in the Company's ability to continue as a going concern for areasonable period of time. In order to continue the Company is apparently dependent on theinfused of sufficient funds and restructuring of operations. Based on the funds infusedand business plans of the management the Company is reasonably expected to carry on theoperations as a going concern. On this basis the Company has prepared the financialstatements on going concern basis. My opinion is not modified in respect of this matter.
Emphasis of Matter
I draw your attention to Note 3.15 of the financial statements which explains theuncertainties and the management's assessment of the potential impact due to lock-downsand other restrictions and conditions related to the COVID-19 pandemic situation andconsequently the Company's results are highly dependent upon future developments whichare highly uncertain. My opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in my professional judgment were of mostsignificance in my audit of the financial statements of the current period. These matterswere addressed in the context of my audit of the financial statements as a whole and informing my opinion thereon and I do not provide a separate opinion on these matters.
|Key Audit Matter Description ||Response to Key Audit Matter |
|A. Revenue Recognition ||Principal Audit Procedures |
|Reference may be made to Note 1B.2 of significant accounting policies and Note 2.1 and 3.5 to the financial statements of the Company. ||Audit procedures relating to revenue comprised of test of controls and substantive procedures including the following: |
| ||a. Assessed whether the policy of recognizing revenue is in line with Ind AS 115. |
|Revenue recognition is inherently an area of audit risk which we have substantially focused on mainly covering the aspects of cut off. Considering the above impact of Ind AS 115 is a key audit matter. ||b. Performed procedures to assess the design and internal controls established by the management and tested the operating effectiveness of relevant controls related to the recognition of revenue. |
| ||c. Selected a sample of sale orders and tested the operating effectiveness of the internal control relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation re-performance and inspection of evidence in respect of operation of these controls. |
| ||d. Tested on a sample basis whether specific revenue transactions around the reporting date has been recognised in the appropriate period by comparing the transactions selected with relevant underlying documentation including goods delivery notes customer acknowledgement/proof of acceptance and the terms of sale. |
| ||e. Also validated subsequent credit notes and sales returns up to the date of this Report to ensure the appropriateness and accuracy of the revenue recognition. |
| ||f. Tested journal entries on a sample basis to identify any unusual or irregular items. |
| ||g. Also considered the adequacy of the disclosures in Company's financial statements in relation to Ind AS 115 and were satisfied they meet the disclosure requirements. |
| ||Conclusion |
| ||Based on the procedures performed above no material exceptions was found with regards to adoption of 115. |
|B. Inventory valuation ||Principal Audit Procedures |
| ||Audit procedures comprised of the following: |
|Reference may be made to Note 1B.11 of significant accounting policies and Note 1.4 to the financial statements of the Company. ||a. Have verified the maintenance of Stock Records with respect to Raw materials and Finished Goods and |
|The valuation of raw material stores and consumable items held for production have been an area of our focus in view of low operating margins. ||Inventory has being verified physically by management at during the year and no material discrepancies have reported that need to be dealt with the books of accounts. |
|Valuation of Inventory in accordance with 2 has thus been considered as a key audit matter. ||b. Have selected a sample of items of Raw materials stores and consumable items held for production to check whether the rate per unit adopted for valuation is reflective of the last purchase rate. Similarly the rate per unit of various finished goods have been checked on a sample basis as to whether they reflect the net sale price . |
| ||Conclusion: |
| ||Based on the procedures performed above it was concluded that management has complied with the requirements of Ind AS 2 "Inventories". |
|C Actuarial valuation ||Principal Audit Procedures |
|Reference may be made to Note 1B.5 of significant accounting policies and Note 3.2 to the financial statements of the Company. There is a risk of material misstatement relating to the judgements made in valuing the defined benefit obligation including the use of key assumptions specifically the discount rate life expectancy and inflation level. These variables can have a material impact in calculating the quantum of the retirement benefit liability. ||Audit procedures comprised of the following: |
| ||a. Determined whether the key assumptions are reasonable. |
| ||b. External actuaries were engaged to determine the amount of pension provisions. |
| ||c. Assessed the competence capabilities and objectivity of the experts gained an understanding of their work and the suitability of the results as audit evidence for the relevant assertions. |
| ||d. Examined the data made available to the experts for completeness and accuracy and gained an understanding of the process to determine the calculation and inputs used. |
| ||Conclusion |
| ||Based on the procedures performed above no material exceptions was found with regards to the use of assumptions and actuarial valuation |
|d.) Impairment in Trade Receivables ||Principal Audit Procedures |
|Reference may be made to note 1.5 to the financial statements of the Company. ||Performed the following procedures in relation to the recoverability of trade receivables: |
|The Company is exposed to potential risk of financial loss when there is the risk of default on receivables from the customers for which the Management would make specific provision against individual balances with reference to the recoverable amount. ||a. Tested the accuracy of aging of trade receivables at year end on a sample basis |
|For the purpose of impairment assessment significant judgements and assumptions including the credit risks of customers the timing and amount of realization of these receivables are required for the identification of impairment events and the determination of the impairment charge. ||b. Obtained a list of outstanding receivables and identified any debtors with financial difficulty through discussion with management. |
| ||c. Assessed the recoverability of the unsettled receivables on a sample basis through our revaluation of management's assessment with reference to the credit profile of the customers historical payment pattern of customers publicly available information and latest correspondence with customers and to consider if any additional provision should be made; |
| ||d. Tested subsequent settlement of trade receivables after the balance sheet date on a sample basis |
| ||Conclusion |
| ||Based on the above procedures the key judgements and assumptions used by management in the recoverability assessment of trade receivables was found to be supportable based on the available evidence. |
|e.) Non-Payment/belated payment of Statutory Dues ||Principal Audit Procedures |
|Company has not paid/paid belatedly various undisputed statutory dues. ||Performed the following list of audit procedures. |
|Payment of statutory dues regularly and within time reflects on the health of the company apart from the need for us to report on issues of non-compliance to members. ||a. Obtained details of payment of various statutory dues to be paid by company. |
| ||b. Evaluated the design of internal controls relating to compliance with statutory dues. |
|We have therefore considered payment of statutory dues as a key audit matter. ||c. Verified that whether company has been regular in payment of statutory dues. |
| ||Conclusion |
| ||Based on the above procedures performed it was noted that |
| ||The payment of statutory dues depended upon availability of funds and is being paid with applicable interest and delays noted are disclosed elsewhere in this report. |
Information other than the Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures and Shareholder's Informationbut does not include the financial statements and our auditor's report thereon.
My opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthe financial statements that give a true and fair view of the financial positionfinancial performance changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
My objectives are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement whether due to fraud or error and toissue an auditor's report that includes my opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements. As part of an audit in accordance with SAs I exerciseprofessional judgment and maintain professional skepticism throughout the audit. I also:
Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 financial statements or if such disclosures are inadequate to modify our opinion. Myconclusions are based on the audit evidence obtained up to the date of my auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. I considerquantitative materiality and qualitative factors in (i) planning the scope of my auditwork and in evaluating the results of my work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
I 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.
I also provide those charged with governance with a statement that I have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on my independenceand where applicable related safeguards.
From the matters communicated with those charged with governance I determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. I describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances I 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 Section143 (3) of the Companies Act 2013 we report that:
(a) I 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 my 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 Balance Sheet the Statement of Profit and Loss Statement of Changes in Equityand the Statement of Cash Flows dealt with by this report are in agreement with the booksof account.
(d) In my opinion the aforesaid Financial Statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act read with the relevant rules issuedthereunder.
(e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312020 from being appointed as a director in terms of Section 164(2) of theCompanies Act 2013.
(f) With respect to the adequacy of the Internal Financial Controls Over FinancialReporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure "A". My report expresses a unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with requirements of section 197(16) of the Act as amended:
In my opinion and to the best of our information and according to the explanationsgiven to us remuneration other than applicable sitting fees has been paid by the Companyto its whole time director during the year which is in accordance with and not in excessof the limits laid down under the said section.
(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 in my opinionand to the best of our information and according to the explanation given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its Financial Statements. (Refer Note 3.8 to the financial statements)
ii. The company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at March 312020.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act I give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
K. Nandhiswaran F.C.A.F.C.S.
Membership No. 207644
August 31 2020
2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
3. My responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. I conducted my audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that I comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.
4. My audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.
5. I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standaloneInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standaloneInd AS financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
8. In my opinion and to the best of my information and according to the explanationsgiven to me the Company has maintained in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls of wereoperating effectively as of March31 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in Guidance Note on Audit of Internal Financial Controls OverFinancial reporting issued by the Institute of Chartered Accountants of India.
K. Nandhiswaran F.C.A. F.C.S.
Membership No. 207644
August 31 2020
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements' section of our report of even date on the accounts of SPEL SEMICONDUCTORLIMITED ("the Company") for the year ended March 31 2020)
(i) In respect of its fixed assets: a) The Company is maintaining proper recordsshowing full particulars including quantitative details and situation of fixed assets.
b) The fixed assets were physically verified by the Management during the year under aphased programme of verification which in my opinion provides for physical verificationof all the fixed assets at reasonable intervals having regard to the size of the Companynature and value of its assets. According to the information and explanations given to usno material discrepancies have been noticed during the year on such verification.
c) The title deeds of immovable properties reflected in the books of the Company areheld in the name of the company.
(ii) In respect of its inventories as explained to me the inventories have beenphysically verified during the year by the Management at reasonable intervals and nomaterial discrepancies were noticed on physical verification.
(iii) The Company has not granted any loans secured or unsecured to Companies firmsor other parties covered in the Register maintained under Section 189 of the CompaniesAct 2013.
(iv) The Company has not granted any loans made investments provided guarantees andsecurity covered under provisions of section 185 and 186 of the Companies Act 2013.
(v) According to information and explanations given to me the Company has not acceptedany deposit from public during the year and there are no unclaimed deposits to whichSection 73 to 76 and other relevant provisions of Companies Act 2013 are applicable. Forthis purpose the monies brought in by the promoters/ relatives as unsecured loans inpursuance of the stipulation of a bank are not considered as deposits.
(vi) In my opinion and according to the information and explanations given to me therequirement for maintenance of cost records pursuant to the Companies (Cost Records andAudit) Rules 2014 specified by the Central Government of India under Section 148 of theCompanies Act 2013 are not applicable to the Company for the year under audit.
(vii) According to the information and explanations given to me and the books ofaccount examined by us in respect of statutory dues:
a) The Company is not regular in depositing undisputed Provident Fund Employee StateInsurance Income Tax Tax deducted at Source Service Tax Goods and Service Tax (GST)Professional Tax and Property Tax during the year.
b) In respect of the above delays were noticed in depositing undisputed Income TaxTax deducted at Source Service Tax Goods and Service Tax (GST) Professional Tax withthe appropriate authorities during the year and the arrears of such dues outstanding as atMarch 31 2020 for a period of more than six months from the date they became payable are:
|Nature of Dues ||Amount (Rs. in lakhs) |
|Income tax ||15.66 |
|Tax deducted at Source ||21.35 |
|Service tax ||24.05 |
|Goods and Service Tax ||85.52 |
|Professional Tax ||14.10 |
c) There are no dues of Sales Tax Service Tax Excise Duty Customs duty and ValueAdded Tax which have not been deposited on account of any dispute. Details of dues towardsincome tax that have not been deposited as at March 31 2020 on account of disputes are asstated below:
|Name of the statute ||Disputed dues (Rs. In lakhs) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax ||140.29 ||Assessment year 2012-13 ||Income Tax Appellate Tribunal |
In my opinion and according to the information and explanations given to me theCompany has not defaulted in the repayment of loans or borrowings to banks and governmentand dues to debenture holders. There are no loans or borrowings from the financialinstitutions.
(ix) According to the information and explanations given to us and the records of theCompany examined by us no monies were raised by way of initial public offer or furtherpublic offer (including debt instruments) and no term loans have been availed by theCompany during the year. Hence the relative reporting requirements under the Order arenot commented upon.
(x) To the best of my knowledge and belief and according to the information andexplanations given to us and considering the size and nature of the Company's operationsno fraud by the Company and no fraud of material significance on the Company by itsofficers or employees has been noticed or reported during the year.
(xi) In my opinion and according to information and explanation given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by provisions of section 197 read with Schedule V to the Companies Act2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) ofParagraph 3 of the Order is not applicable to the Company.
(xiii) In my opinion and according to the information and explanations given to me theCompany has complied with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements as required by the applicableaccounting standard.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the order is not applicable to the company.
(xv) In my opinion and according to the information and explanations given to me theCompany has not entered into any non-cash transactions during the year with its directorsor persons connected with him/her and hence provisions of section 192 of the CompaniesAct 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
August 31 2020