Tega Industries Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2021
Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2021
1. The above Unaudited Standalone Financial Results of the Company for the quarter and nine months period ended December 31, 2021 have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards (Ind AS) as prescribed under section 133 of the Companies Act, 2013, as amended, read with relevant rules thereunder and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This statement of Unaudited Standalone Financial Results of the Company have been reviewed by the Audit Committee and approved by the Board of Directors of the Company in their meeting held on February 10, 2022 and February 11, 2022 respectively. The Standalone Financial Results for the quarter and nine months ended December 31, 2021 have been subjected to limited review by the Company's Statutory Auditors.
2. The Unaudited Standalone Financial Results for the quarter ended September 30, 2021 and for the quarter and nine months ended December 31, 2020 have not been audited or reviewed by our statutory auditors.
3. The Company is engaged in the business of designing, manufacturing and installation of process equipment and accessories. The Chief Operating Decision Maker (CODM) reviews the business as a single segment.
4. The Company has assessed the possible impact of COVID-19 on its Unaudited Standalone Financial Results based on the internal and external information available up to the date of approval of these Unaudited Standalone Financial Results and concluded no adjustment is required in these Unaudited Standalone Financial Results. The Company continues to monitor the impact of COVID-19 and the future economic conditions.
5. The Company had received foreign direct investment for issue of 668,637 compulsorily convertible participatory preference shares (CCPP) on May 11, 2011 to Wagner Limited and thereafter issued bonus shares comprising (922,716 equity shares and 8,023,644 CCPP) to Wagner Limited on October 5, 2013. As per Para 9(1)(B) of Schedule I to the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 vide Notification no. FEMA 20/2000-RB dated May 3, 2000, amended from time to time, an Indian company is required to file Form FC-GPR to the Regional Office concerned of Reserve Bank of India (RBI) with respect to issuance of shares to foreign investor within 30 days from the date of issue. It was observed that there has been an inadvertent delay in filing of Form FC-GPR, which is in contravention of the aforesaid regulation. On August 6, 2021, the management has made an application to RBI in accordance with Foreign Exchange Management Act, 1999 for compounding of contravention. Subsequent query raised by RBI was duly replied by the Company. While further reply on compounding application from RBI is awaited, management does not expect any material financial implication on account of the delay under existing regulations.
During the quarter ended December 31, 2021 aforesaid 8,692,281 CCPP of INR 86.92 million have been converted to 8,692,281 equity shares of INR 86.92 million.
6. As of December 31, 2021, foreign currency payables with respect to Merchanting Trade Transaction amounting to INR 6.06 million and other import dues amounting to INR 4.51 million, outstanding beyond the stipulated time period permitted under the RBI Master Direction on Import of Goods and Services vide FED Master Direction No. 17/ 2016-17 dated January 1, 2016 (as amended), issued by the RBI. The Company has submitted application to RBI or Authorised Dealer (AD) Bank as applicable, seeking approval for making payment in case of Merchanting Trade Transaction since all the related exports proceeds have been realised and seeking extension of time in case of other import dues since payments are outstanding on account of quality issues. Management does not expect any material financial implication on account of the delay under existing regulations.
7. As of December 31, 2021, the Company has certain foreign currency receivables balances aggregating to INR 49.80 million outstanding beyond the stipulated time period permitted under the RBI Master Direction on Export of Goods and Services vide FED Master Direction No. 16/2015-16 dated January 1, 2016 (as amended), issued by the RBI. The Company has made the necessary application with the Authorised Dealer (AD) bank seeking approval for extension of time limit for remittance of receivables. Management does not expect any material financial implication on account of the delay under existing regulations.
8. During the quarter and nine months ended December 31, 2021, the Company has completed its initial public offer (IPO) of 13,669,478 equity shares of face value of lNR 10 each at an issue price of lNR 453 per share, comprising of offer for sale of 13,669,478 shares by selling shareholders. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 13, 2021. Accordingly, these Unaudited Standalone Financial Results for the quarter and nine months ended December 31, 2021 are drawn up for the first-time in accordance with the regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The Company has incurred INR 359.10 million (plus applicable taxes) as IPO related expenses upto nine months period ended December 31, 2021 and the entire expenses are allocated to the selling share holders in the proportion of there respective share holding considered in the IPO as per the offer agreement between the Company and the selling share holders.