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Swelect Energy Systems Ltd.

BSE: 532051 Sector: Engineering
NSE: SWELECTES ISIN Code: INE409B01013
BSE 00:00 | 08 Feb 336.10 -5.50
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NSE 00:00 | 08 Feb 336.35 -2.10
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OPEN 339.00
PREVIOUS CLOSE 341.60
VOLUME 897
52-Week high 468.85
52-Week low 269.50
P/E 9.24
Mkt Cap.(Rs cr) 510
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 339.00
CLOSE 341.60
VOLUME 897
52-Week high 468.85
52-Week low 269.50
P/E 9.24
Mkt Cap.(Rs cr) 510
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Swelect Energy Systems Ltd. (SWELECTES) - Auditors Report

Company auditors report

To the Members of SWELECT ENERGY SYSTEMS LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements ofSWELECT ENERGY SYSTEMS LIMITED ("the Company") which comprise the Balance Sheetas at 31 March 2022 and the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flows and the Statement of Changes in Equity for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit total comprehensive income its cash flows and the changes in equity forthe 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 Act(SAs). Our responsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 41 of the standalone financial statementswhich describes the management's assessment of impairment of investment in two operatingsubsidiaries and its assessment of the carrying value of investment and loans given tothose two operating subsidiaries on account of accumulated losses in those subsidiaries.This assessment also considers the uncertainties arising from COVID 19 pandemic. Suchestimates are based on current facts and circumstances and may not necessarily reflect thefuture uncertainties and events arising from the full impact of the COVID 19 pandemic.

Our opinion is not modified in respect of this matter.

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.

Sr No. Key Audit Matter Auditor's Response
1 Evaluation of impairment of investments and loans given to two operating subsidiaries of the Company which has accumulated losses. Principal audit procedures performed:
Investments (net) aggregating Rs 7186.18 lakhs [Refer Note 6 to the standalone financial statements] in the two operating subsidiaries and Loans given aggregating Rs 4912.37 lakhs [Refer Note 7C to the standalone financial statements] to one of the subsidiaries of the Company which has accumulated losses is considered good and recoverable based on Management's judgment. Our procedures relating to the impairment of investments and loans included the following among others:
The Management's judgment includes the valuation methodology estimating the forecasted revenues and cash flows which includes the likely impact on account of the COVID-19 pandemic on the discount rate and growth rate used in the projection period. Any adverse changes to these two assumptions could result into reduction in the fair value determined resulting in a potential impairment to be recognized. a. We tested the effectiveness of internal controls over the Company's forecasting process and investment impairment review including controls relating to the valuation methodology used the completeness and accuracy of the input data considered including the reasonableness of key assumptions considered in determining the future projections and the impairment calculations.
b. We obtained the investment valuation (prepared by the external valuation specialist or as prepared by the management as applicable) and we performed the following procedures:
i. We evaluated appropriateness of the valuation methodology used and the reasonableness of the key assumptions considered by the management such as discount rate and growth rate in consultation with internal fair valuation specialist duly considering the impact of the COVID-19 pandemic and also considering the historical accuracy of the Company's estimates in the prior periods.
ii. Compared the actual revenues and cash flows generated by these subsidiaries during the year as to the projections and estimates considered in the previous year.
We also assessed the sensitivity of the valuation to key changes in assumptions and tested the mathematical accuracy of the impairment model.

Information Other than the Financial Statements and Auditor's ReportThereon

• The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Board'sreport including the Annexures to the Board Report Management Discussion and Analysis andCorporate Governance report but does not include the consolidated financial statementsstandalone financial statements and our auditor's report thereon. The Board's Report TheCorporate Governance Report and Management Discussion and Analysis are expected to be madeavailable to us after the date of the auditor's report.

• Our opinion on the standalone financial statements does notcover the other information and we will not express any form of assurance conclusionthereon.

• In connection with our audit of the standalone financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the standalone financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

• If based on the work we have performed we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

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 a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout 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 financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause 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 standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin

(i) planning the scope of our audit work and in evaluating the resultsof our work; and

(ii) to evaluate the effect of any identified misstatements in thestandalone financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

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 precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Cash Flow and Statement of Changes in Equity dealtwith by this Report are in agreement with the relevant books of accounts.

d) In our opinion the aforesaid financial statements comply with theInd AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended Inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigation?s onits financial position in its standalone financial 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.

iv. (a) The Management has represented that to the best of it'sknowledge and belief as disclosed in the notes to accounts no funds (which are materialeither individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other person(s) or entity(ies) including foreign entities;

(b) The Management has represented that to the best of it's knowledgeand belief as disclosed in the notes to accounts no funds (which are material eitherindividually or in the aggregate) have been received by the Company from any person(s) orentity(ies) including foreign entities;

(c) Based on the audit procedures that has been considered reasonableand appropriate in the circumstances nothing has come to my/our notice that has causedme/us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) asprovided under (a) and (b) above contain any material mis-statement;

v. The dividend declared and paid by the Company during the year anduntil the date of this report is in accordance with section 123 of the Companies Act 2013.

2. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR?S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of SWELECT ENERGY SYSTEMS LIMITED ("the Company") as of 31 March 2022in conjunction with our audit of the standalone financial statements of the Company forthe 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 over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the Instituteof Chartered Accountants of India and the Standards on Auditing prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the 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 internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those 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 assets thatcould 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 31 March 2022 based on thecriteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

ANNEXURE B TO THE INDEPENDENT AUDITOR?S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements? section of our report of even date)

In terms of the information and explanations sought by us and given bythe Company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that:

(i) In respect of Company's Property Plant and Equipment andIntangible Assets:

(a) (i) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(ii) The Company has maintained proper records showing full particularsof intangible assets.

(b) The property plant and equipment were physically verified duringthe year by the Management in accordance with a regular programme of verification whichin our opinion provides for physical verification of all the property plant andequipment at reasonable intervals. No material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and therecords examined by us and based on the examination of the registered sale deed/conveyancedeed provided to us we report that the title deeds comprising all the immovableproperties of land and buildings which are freehold are held in the name of the Companyas at the balance sheet date. In respect of immovable property of land and building thathave been taken on lease and disclosed as Property Plant and Equipment in the Standalonefinancial statements the lease agreements are in the name of the Company where theCompany is the lessee in the agreement.

(d) The Company has not revalued any of its property plant andequipment (including Right of Use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pendingagainst the Company as at 31 March 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The Company has physically verified the inventory during theyear in accordance with a regular programme of verification which in our opinionprovides for physical verification of all the inventory at reasonable intervals. Accordingto the information and explanations given to us the coverage and procedure of suchverification by the management is appropriate and no material discrepancies of 10% or morein the aggregate for each class of inventory were noticed on such verification.

(b) According to the information and explanations given to us theCompany has been sanctioned working capital limits in excess of Rs. 5 crores inaggregate at points of time during the year from banks or financial institutions on thebasis of security of current assets. In our opinion and according to the information andexplanations given to us the quarterly returns or statements comprising (stockstatements statements on ageing analysis of the debtors/other receivables and otherstipulated financial information) filed by the Company with such banks or financialinstitutions are in agreement with the unaudited books of account of the Company of therespective quarters..

(iii) a) The Company has provided loans or advances in the nature ofloans stood guarantee or provided security during the year and details of which are givenbelow:

(Amount in Rs Lakhs)

Loans Advances in nature of loans Guarantees Security
A. Aggregate amount granted / provided during the year:
- Subsidiaries 9200 Nil 6701 454.13
B. Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries 10426.55 Nil 6701 3857.32

b) The investments made guarantees provided security given and theterms and conditions of the grant of all the above- mentioned loans and advances in thenature of loans and guarantees provided during the year are in our opinion prima facienot prejudicial to the Company's interest.

c) In respect of loans granted or advances in the nature of loansprovided by the Company the schedule of repayment of principal and payment of interesthas been stipulated and the repayments of principal amounts and receipts of interest areregular as per stipulation.

d) According to information and explanations given to us and based onthe audit procedures performed in respect of loans granted and advances in the nature ofloans provided by the Company there is no overdue amount remaining outstanding as at thebalance sheet date.

e) None of the loans or advances in the nature of loans granted by theCompany have fallen due during the year.

f) According to information and explanations given to us and based onthe audit procedures performed the Company has not granted any loans or advances in thenature of loans either repayable on demand or without specifying any terms or period ofrepayment during the year. Hence reporting under clause (iii)(f) is not applicable.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable

(v) The Company has not accepted any deposit or amounts which aredeemed to be deposits. Hence reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the CentralGovernment under section 148(1) of the Companies Act 2013 [mention activities covered (ifonly certain activities are covered)].

We have broadly reviewed the books of account maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules 2014 as amended prescribed bythe Central Government for maintenance of cost records under Section 148(1) of theCompanies Act 2013 and are of the opinion that prima facie the prescribed cost recordshave been made and maintained by the Company. We have however not made a detailedexamination of the cost records with a view to determine whether they are accurate orcomplete.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) Undisputed statutory dues including Goods and Service taxProvident Fund Employees' State Insurance Income-tax Goods and Services Tax cess andother material statutory dues applicable to the Company have generally been regularlydeposited by it with the appropriate authorities.

There were no undisputed amounts payable in respect of Goods andService tax Provident Fund Employees' State Insurance Income-tax Goods and ServicesTax cess and other material statutory dues in arrears as at 31 March 2022 for a period ofmore than six months from the date they became payable.

(b) Details of dues of Income-tax Sales tax Value Added Tax andCentral Excise Act which have not been deposited as on 31 March 2022 on account ofdisputes are given below:

Name of the statute Nature of dues Amount (in Rs lakhs) Period to which the amount relates Forum where dispute is pending
Kerala Sales Tax Act1963 Penalty 6.67 2000-2001 Deputy Commissioner
Commercial Taxes Delhi Vat Act2004 Disputed turnover 5.04 2006-2007 Commissioner Appeals
The Central Tax (Assam) Rules 1957 Non submission of F-Forms & C-Forms to the Department 13.77 2011-2012 & 2012-2013 Asst. Commissioner Appeals
Central Excise Act Levy of CVD and SAD on imports 606.26 2009-2015 2009 - 2012 -The Excise Appellate Tribunal 2012- 2013 -Commissioner of Central Excise 2013- 2015 - The Excise Appellate Tribunal
Income Taxes Disallowances of items 2671.64 2009-2010 2012- 2013 2013- 2014 2015- 2016 2016- 2017 Commissioner of Income Tax (CIT) Appeals

(viii) There were no transactions relating to previously unrecordedincome that were surrendered or disclosed as income in the tax assessments under theIncome Tax Act 1961 (43 of 1961) during the year.

(ix) (a) In our opinion the Company has not defaulted in the repaymentof loans or other borrowings or in the payment of interest thereon to any lender duringthe year.

(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

(c) To the best of our knowledge and belief in our opinion term loansavailed by the Company were applied by the Company during the year for the purposes forwhich the loans were obtained.

(d) On an overall examination of the financial statements of theCompany funds raised on short-term basis have prima facie not been used during the yearfor long-term purposes by the Company.

(e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures

(f) The company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies and hencereporting on clause (ix)(f) of the Order is not applicable.

(x) (a) The Company has not issued any of its securities (includingdebt instruments) during the year and hence reporting under clause (x)(a) of the Order isnot applicable.

(b) During the year the Company has not made any preferential allotmentor private placement of shares or convertible debentures (fully or partly or optionally)and hence reporting under clause (x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge no fraud by the Company and nomaterial fraud on the Company has been noticed or reported during the year.

(b) To the best of our knowledge no report under sub-section (12) ofsection 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13of Companies (Audit and Auditors) Rules 2014 with the Central Government during the yearand upto the date of this report.

(c) As represented to us by the Management there were no whistleblower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the Order is not applicable.

(xiii) In our opinion the Company is in compliance with Section 177and 188 of the Companies Act where applicable for all transactions with the relatedparties and the details of related party transactions have been disclosed in the financialstatements etc. as required by the applicable accounting standards.

(xiv) (a)In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports issued to theCompany during the year and covering the period upto March 2022 and the final of theinternal audit report where issued after the balance sheet date covering the period (1January 2022 to 31 March 2022) for the period under audit.

(xv) In our opinion during the year the Company has not entered intoany non-cash transactions with any of its directors or directors of it's holding companysubsidiary company or persons connected with such directors and hence provisions ofsection 192 of the Companies Act 2013 are not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934. Hence reporting under clause (xvi)(a) (b) and(c) of the Order is not applicable.

The Group does not have any CIC as part of the group and accordinglyreporting under clause (xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year.

(xix) On the basis of the financial ratios ageing and expected datesof realization of financial assets and payment of financial liabilities (Asset LiabilityMaturity (ALM) pattern) other information accompanying the financial statements and ourknowledge of the Board of Directors and Management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit reportindicating that Company is not capable of meeting its liabilities existing at the date ofbalance sheet as and when they fall due within a period of one year from the balance sheetdate. We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) ( a) The Company has fully spent the required amount towardsCorporate Social Responsibility (CSR) and there are no unspent CSR amount for the yearrequiring a transfer to a Fund specified in Schedule VII to the Companies Act or specialaccount in compliance with the provision of sub-section (6) of section 135 of the saidAct. Accordingly reporting under clause (xx) of the Order is not applicable for the year.

(b) There are no ongoing projects and hence reporting under clause(xx)(b) of the Order is not applicable to the Company.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
C Manish Muralidhar
Partner
(Membership No.213649)
(UDIN: 21213649AAAACK8917)
Place: Chennai
Date: 26 May 2022

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