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Veto Switchgears & Cables Ltd.

BSE: 539331 Sector: Engineering
NSE: VETO ISIN Code: INE918N01018
BSE 00:00 | 18 May 98.00 3.85
(4.09%)
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95.00

HIGH

101.80

LOW

94.85

NSE 00:00 | 18 May 97.70 3.50
(3.72%)
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95.40

HIGH

101.75

LOW

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OPEN 95.00
PREVIOUS CLOSE 94.15
VOLUME 3099
52-Week high 171.85
52-Week low 78.55
P/E 8.38
Mkt Cap.(Rs cr) 187
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 95.00
CLOSE 94.15
VOLUME 3099
52-Week high 171.85
52-Week low 78.55
P/E 8.38
Mkt Cap.(Rs cr) 187
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Veto Switchgears & Cables Ltd. (VETO) - Auditors Report

Company auditors report

To the Members of Veto Switchgears and Cables Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of VetoSwitchgears and Cables Limited (hereinafter referred to as the ‘HoldingCompany") and its subsidiaries (Holding Company and its subsidiaries togetherreferred to as "the Group") which comprise the consolidated Balance Sheet as atMarch 31 2021 and

the consolidated statement of Pro t and Loss (including other comprehensive income)the consolidated cash flows Statement the consolidated statement of changes in equity forthe year then ended and notes to the consolidated financial statements including asummary of significant accounting policies (hereinafter referred to as "theconsolidated financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid consolidated Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the consolidated state of aairs of the Group as at March 31 2021 and their consolidated profit (including other

comprehensive income) their consolidated cash flows and consolidated changes in equityfor the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies act 2013. Our responsibilities under thoseStandards are further described in the Auditor’s Responsibilities for the Audit ofthe Consolidated Financial Statements section of our report. We are independent of theGroup in accordance with the Code of Ethics issued by ICAI together with the ethicalrequirements that are relevant to our audit of the Consolidated Financial Statements underthe provisions of the Act and the rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with the provisions of the Companies Act 2013. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the consolidated financial statements of the current period.These matters were addressed in the context of our audit of the consolidated financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. During the course of our audit we have determined thatthere are no key audit matters to communicate in our report

Information Other than the Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information.The other information comprises the information included in the management discussion andanalysis Board’s Report Report on Corporate governance and Business Responsibilityreport but does not include the Consolidated Financial Statements Standalone FinancialStatements and our auditor’s report thereon.

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

In connection with our audit of the Consolidated Financial Statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Consolidated Financial Statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the ConsolidatedFinancial Statements

The Holding Company’s Board of Directors is responsible for the matters stated insection 134(5) of the Act with respect to the preparation and presentation of theseconsolidated financial statements in term of the requirements of the Companies Act 2013that give a true and fair view of the consolidated state of a airs (consolidated financialposition) consolidated profit or loss (Consolidated financial performance includingother comprehensive income) consolidated changes in equity and consolidated cash flows ofthe Group in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under section 133 of the Act. The respectiveBoard of Directors of the companies included in the Group are responsible for maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Group and for preventing and detecting frauds and otherirregularities; the selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring 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 which have beenused for the purpose of preparation of the consolidated financial statements by theDirectors of the Holding Company as aforesaid.

In preparing the consolidated financial statements the respective Board of Directorsof the companies included in the Group are responsible for assessing the ability of theGroup to continue as a going concern disclosing as applicable matters related to goingconcern and using the going concern basis of accounting unless management either intendsto liquidate the Group or to cease operations or has no realistic alternative but to doso. The respective Board of Directors of the companies included in the Group areresponsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the consolidatedfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these consolidated financial statements.

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

Identify and assess the risks of material misstatement of the consolidated financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether theGroup has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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 ability ofthe Group to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor’s report to the relateddisclosures in the consolidated 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 conditionsmay cause the Group to cease to continue as a going concern.

Evaluate the overall presentation structure and content of the consolidated financialstatements including the disclosures and whether the consolidated financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the consolidatedfinancial statements. We are responsible for the direction supervision and performance ofthe audit of the financial statements of such entities included in the consolidatedfinancial statements of which we are the independent auditors. For the other entitiesincluded in the consolidated financial statements which have been audited by otherauditors such other auditors remain responsible for the direction supervision andperformance of the audits carried out by them. We remain solely responsible for our auditopinion.

3. We communicate with those charged with governance of the Holding Company and suchother entities included in the consolidated financial statements of which we are theindependent auditors regarding among other matters the planned scope and timing of theaudit and significant audit ndings including any significant deficiencies in internalcontrol that we identify during our audit.

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

5. From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the consolidated financialstatements of the current period and are therefore the key audit matters. We describethese 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.

Other Matters

1. We draw attention to Note no. 43 to the Consolidated Financial Statements whichdescribes the uncertainties due to the outbreak of SARS-CoV-2 virus (COVID-19). In view ofthese uncertainties the impact on the Group’s financial statements is significantlydependent on future developments. Our opinion is not modified in respect of this matter.

2. We did not audit the financial statements of Veto Electricals Private Limited VetoLed Lighting Private Limited Veto Overseas Private FZE and Vankon Modular Private Limitedincluded in the consolidated annual financial results whose financial results/ financialinformation reflect Group’s share of total assets of Rs. 10626.75 lakhs as at 31March 2021 Group’s share of total revenue for of Rs. 2857.45 lakhs total netprofit / (loss) of Rs. (128.37) lakhs total comprehensive income of Rs. (134.09) lakhsfor the year ended on that date and Group’s share of net cash out flows of Rs. 11.58lakhs for the year ended on that date as considered in the consolidated Ind AS financialstatements. These financial statements have been audited by other auditors whose reportshave been furnished to us by the Management and our opinion on the consolidated financialstatements in so far as it relates to the amounts and disclosures included in respect ofthese subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 ofthe Act in so far as it relates to the aforesaid subsidiaries is based solely on thereports of the other auditors.

Our opinion on the consolidated Ind AS financial statements and our report on otherLegal and Regulatory Requirements below is not modified in respect of the above matterswith respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report to the extent applicable that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit of the aforesaidconsolidated financial statements.

b. In our opinion proper books of account as required by law relating to preparationof the aforesaid consolidated financial statements have been kept so far as it appearsfrom our examination of those books and the reports of the other auditors.

c. The Consolidated Balance Sheet the Consolidated Statement of Pro t and Loss andthe Consolidated Cash Flow Statement dealt with by this Report are in agreement with therelevant books of account maintained for the purpose of preparation of the consolidatedfinancial statements.

d. In our opinion the aforesaid consolidated financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors of theHolding Company as taken on record by the Board of Directors of the Holding Company andthe on 31st March 2021 reports of the statutory auditors of its subsidiary companiesincorporated in India none of the directors of the Group companies is disqualified as on31st March 2021 from being appointed as a director in terms of Section 164 (2) of theAct.

f. With respect to the adequacy of internal financial controls over financial reportingof the Group and the operating effectiveness of such controls refer to our separatereport in Annexure A.

g. 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 ouropinion and to the best of our information and according to the explanations given to us:

i. There was no pending litigation which would impact the consolidated financialposition of the Group.

The Group did not have any material foreseeable losses on long-term contracts including

ii. derivative contracts.

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

2. In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate A airs has not prescribed other details under Section 197(16) which are requiredto be commented upon by us.

For C A S & Co.
Chartered Accountants
Firm’s Registration No. 111075W
Nitesh Musahib
Partner Place: Mumbai
Mem. No. 131146 Date: June 30 2021
UDIN : 21131146AAAAEU8416

Annexure "A" to the Independent Auditor’s Report of even date on theConsolidated Ind AS nancial statements of Veto Switchgears and Cables Limited for the yearended 31st March 2021.

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

In conjunction with our audit of the consolidated financial statements of the Companyas of and for the year ended March 31 2021 we have audited the internal financialcontrols over financial reporting of Veto Switchgears and Cables Limited (hereinafterreferred to as the "Company") and its subsidiary companies which are companiesincorporated in India as of that date.

Management’s Responsibility for Internal Financial Controls

The Boards of Directors of the Company and its subsidiary companies which arecompanies incorporated in India are responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the respective Companies considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India (the"ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to therespective company’s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company and its subsidiary companies which are companiesincorporated in India based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI") and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our 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 proceduresselected depend on the auditor’s judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company and its subsidiary companies which are companiesincorporated in India.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the Company and its subsidiary companies which are companies incorporated inIndia have in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2020 based on the internal financial control overnancial reporting criteria established by the respective companies considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the subsidiary companies incorporated in internal financial controls overfinancial reporting insofar as it relates to 3 India is based on the correspondingreports of the auditors of such companies incorporated in India.

For C A S & Co.

Chartered Accountants

Firm’s Reg. No. 111075W

Nitesh Musahib

Partner

Mem. No. 131146

UDIN : 21131146AAAAEU8416

Place : Mumbai

Date : June 30 2021

.