The Members of
Texmaco Infrastructure & Holdings Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying Standalone financial statements ofTexmaco Infrastructure & Holdings Limited ('the Company') which comprise the BalanceSheet as at 31st March 2021 the Statement of Profit and Loss (including othercomprehensive income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information(herein after referred toas "standalone financial statements").
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 accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31st March2021 and its profit total comprehensive income changes in equity and its cash flows forthe year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia ("ICAI") together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI'S Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
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 |
|Investments (Note No. 4 & 9) ||Our Procedure: We have verified these investments with reference to the provisions of Ind AS and also internal policies and procedure of the Company as follows: |
|Investments include investments made by the Company in various quoted and unquoted equity shares mutual funds and preference share of subsidiaries associates and others. These investments constitute 40% of the Company's total assets. The valuation of each category of the aforesaid securities is to be done as per the provisions of Ind AS which involves collection of data/information from various sources such as rates quoted on BSE / NSE Demat statement financial statements of unlisted companies etc. Considering the complexities and extent of judgement involved in the valuation this has been determined as Key Audit Matter. ||a. carried out evaluation of the design and operating effectiveness of the internal controls and performed substantive audit procedures. |
| ||b. Assessed and evaluated the process adopted for collection of information from various sources for determining fair value of these investments. |
| ||c. Verified compliance with the presentation and disclosure requirements as per Ind AS and the Companies Act 2013. This test was conducted for the entire population. Based on the above procedures performed we observed the management's valuation assessment to be reasonable. |
Due to the COVID-19 pandemic travel restrictions are imposed by theGovernment/local administration hence the audit processes were carried outelectronically by remote access. The necessary records were made available by themanagement through digital medium and were accepted as audit evidence while reporting forthe current period.
Our opinion is not modified in respect of this matter.
Information other than the Standalone Financial Statements andAuditor's Report thereon
The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theBoard's Report including Annexures to Board's Report but does not include the standalonefinancial 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 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 financialperformance total comprehensive income changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theIndian Accounting Standards prescribed under Section 133 of the Act read with relevantrules issued there under. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding 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 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.
That 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 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 controls system in placeand the 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 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.
We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
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 matters specified in theparagraph 3 and 4 of the Order.
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 purposes of ouraudit;
(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 including OtherComprehensive Income the Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account;
(d) In our opinion the aforesaid standalone financial statementscomply with the Indian Accounting Standards specified under Section 133 of the Act readwith relevant rule issued thereunder;
(e) On the basis of the written representations received from thedirectors as on 31st March 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2021 from being appointed as a director interms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". 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 Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company does not have any pending litigations which would impactits financial position;
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.
3. 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:
In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act;
For G. P. Agrawal & Co.
Chartered Accountants Firm Regn. No. 302082E
| ||(CA. Sunita Kedia) |
| ||Partner |
|Place: Kolkata ||Membership No. 60162 |
|Dated: 14th May 2021 ||UDIN: 21060162AAAABQ5677 |
"Annexure A" to the Independent Auditor's Report of even dateon the standalone financial statements of Texmaco Infrastructure & Holdings limited
Referred to in paragraph 1 under the heading 'Report on Other Legal& Regulatory Requirement' of our report of even date to the standalone financialstatements of the Company for the year ended 31stMarch 2021:
i. (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the managementduring the year. Based on our review no material discrepancies were noticed in respect offixed assets physically verified during the year.
(c) The title deeds of immovable properties are held in the name of thecompany.
ii. The management has conducted physical verification of inventory atreasonable intervals. No discrepancies have been noticed on physical verification of theinventory as compared to book records.
iii. (a) According to information and explanations given to us and onthe basis of our examination of the books of account and records The Company has grantedunsecured loans to Companies (wholly owned subsidiaries and other companies) covered inthe register maintained under section 189 of the Act the terms of which is notprejudicial to the interest of the Company.
(b) The schedule of repayment of Principal and Interest of the aboveloans has been stipulated and the Company is regular in receipt of the same.
(c) There is no amount overdue of more than 90 days in respect ofrecovery of principal and interest of the above loan.
iv. According to the information and explanations given to us and asper records examined by us the Company has complied with the provisions of section 185and 186 of the Companies Act 2013 in respect of loans investments guarantees andsecurity to the extent applicable.
v. The Company has not accepted any deposits from the public and hencethe directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76or any other relevant provisions of the Act and the Companies
(Acceptance of Deposit) Rules 2015 with regard to the depositsaccepted from the public are not applicable.
vi. The Central Government has not specified maintenance of costrecords under section 148(1) of the Companies Act 2013 for any products of the Companyexcept for generation of hydro-electric power in respect of its unit Neora Hydro. We havebroadly reviewed the books of account and records maintained by the Company pursuant tothe rules prescribed by the Central Government for maintenance of cost records and we areof the opinion that prima facie the prescribed accounts and records have been made andmaintained. We have however as not required not made a detailed examination of therecords with a view to determine whether they are accurate and complete.
vii. (a) According to information and explanations given to us and onthe basis of our examination of the books of account and records the Company hasgenerally been regular in depositing undisputed statutory dues including Provident FundEmployees State Insurance Income-Tax Duty of Customs Cess Goods and Services Tax (GST)and any other statutory dues with the appropriate authorities. According to theinformation and explanations given to us no undisputed amounts payable in respect of theabove were in arrears as at 31stMarch 2021 for a period of more than six months from thedate on when they become payable.
(b) According to the information and explanation given to us there areno dues of income tax GST duty of customs outstanding on account of any dispute.
viii. According to the information and explanations given to us and asper records examined by us the Company has not defaulted in the repayment of loans tobanks. The Company has not taken any loan from financial institutions or from thegovernment and has not issued any debentures.
ix. Based upon the audit procedures performed and the information andexplanations given by the management the Company has not taken any term loan during theyear and has not raised moneys by way of initial public offer or further public offer(including debt instruments).
x. Based upon the audit procedures performed and the information andexplanations given by the management we report that no fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the year.
xi. According to the information and explanations given to us and asper records examined by us the Company has paid / provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith schedule V to the Companies Act 2013.
xii. The provisions of clause 3 (xii) of the Order regarding NidhiCompany are not applicable to the Company and hence not commented upon.
xiii. Based upon the audit procedures performed and the information andexplanations given by the management all transactions with the related parties are incompliance with section 177 and 188 of the Act and the details have been disclosed in thestandalone financial statements as required by the applicable accounting standards.
xiv. Based upon the audit procedures performed and the information andexplanations given by the management the Company has not made any preferential allotmentor private placement of shares during the year under review. Accordingly the provisionsof clause 3 (xiv) of the Order are not applicable to the Company and hence not commentedupon.
xv. Based upon the audit procedures performed and the information andexplanations given by the management the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly the provisions ofclause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
xvi. The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the Order are not applicable to the Company and hence not commented upon.
| ||For G. P. Agrawal & Co. Chartered Accountants Firm Regn. No. 302082E |
|Place: Kolkata |
Dated: 14th May 2021
|(CA. Sunita Kedia) Partner Membership No. 60162 UDIN: 21060162AAAABQ5677 |
"Annexure B" to the Independent Auditor's Report of even dateon the standalone financial statements of Texmaco Infrastructure & Holdings Limited
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 over financialreporting of Texmaco Infrastructure & Holdings Limited ("theCompany") as of 31st March 2021 in conjunction with our audit of the standalonefinancial 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 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.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 Standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financialcontrol over financial 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 Standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and
(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized 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.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31stMarch 2021 basedon the internal control over financial reporting 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 Institute ofChartered Accountants of India.
| ||For G. P. Agrawal & Co. Chartered Accountants Firm Regn. No. 302082E |
|Place: Kolkata |
Dated: 14th May 2021
|(CA. Sunita Kedia) Partner Membership No. 60162 UDIN:21060162AAAABQ5677 |