We have audited the accompanying Standalone FinancialStatements of Cochin Shipyard Limited (referred to as the"Company") which comprises the Balance Sheet as at March31,2025, the Statement of Profit and Loss (including othercomprehensive income), Statement of Cash Flows and Statementof Changes in Equity for the year then ended, and notes to thestandalone financial statements, including material accountingpolicy information and other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid standalonefinancial statements give the information, in the manner sorequired, and give a true and fair view in conformity with theIndian Accounting Standards prescribed under section 133of the Companies Act 2013 read with the Companies (IndianAccounting Standards) Rules, 2015, as amended, ("Ind AS") andother accounting principles generally accepted in India, of thestate of affairs of the company as at March 31,2025, the Profitincluding other comprehensive income, changes in equity andits cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act,2013 and the Rules there under, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis forour opinion on the financial statements.
1. Non-Factoring of Liquidated Damages for 2 Nos 1200Passenger Ships:
Attention is drawn to Note No. 32.5 to the Standalone FinancialStatements, on shipbuilding contract for construction of 2Nos 1200 Passenger Ships. The contractual delivery date(as extended) for both the ships are already expired. At therequest of the customer for reallocation of the ships for otherprospective buyers, the delivery of ship has been abatedwith minor progress. The Company has provided for theliquidated damages for the delay upto 29th April,2023 and30th Oct,2023 in respect of these ships. Since the Companyhas a valid contract, it has not recognized further liquidateddamages in the financials beyond the dates mentioned above.
2. Research and Development Project-Hydrogen FuelCell Electric Vessel & Autonomous Surface Vessel:
Attention is invited to Note No.40 (c) & (d) to the StandaloneFinancial Statements, wherein, Ministry of Ports, Shipping andWaterways (MoPSW) has sanctioned fund of H1,312.50 lakhs& H 2,000.00 lakhs for Design, Development, Constructionand Demonstration of Fully Indigenous Hydrogen Fuel CellElectric Vessel & Autonomous Surface Vessel projects underR&D (Shipping) Scheme.
As per the terms & conditions of the sanction to respectiveprojects, company is nominated as 'Implementing Agency'for the development of said pilot projects and all the assetsacquired from the fund shall be the property of Govt. of India.
Further, the company is bound to comply with provisionsof General Financial Rules (GFR), 2017 as amended fromtime to time, while spending the funds released.
As per the GFR 2017, in case of ongoing projects, thecompany should not treat as its own assets in the books ofaccounts but should disclose about its holding and using suchassets in the Notes to the Financial Statements. The decisionof return, sale or retain by the company will be decided bythe Ministry on completion of respective projects.
As on 31.03.2025, the Hydrogen Fuel Cell Electric Vesselproject is under demonstration phase & AutonomousSurface Vessel project is under Development/Construction Phase.
Accordingly, the company has charged of the balanceamount of H966.34 lakhs, incurred/spent by the company tothe Statement of Profit and Loss Account during the year.
Our opinion is not modified in respect of these matters.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the year ended March31,2025. These matters were addressed in the context ofour audit of the standalone financial statements as a whole,and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determined thematters described below to be the key audit matters to becommunicated in our report.
1. Recognition of Revenue- Ship Building and Ship Repairactivities:
(Refer Note No.3.10(a),32 and 43 to the StandaloneFinancial Statements)
The Company enters into shipbuilding and ship repaircontracts with customers, where revenue is recognisedover time in accordance with the Output Method.
There are significant accounting judgements involvedin estimating contract revenue to be recognised onshipbuilding and ship repair contracts with customers,including determination of physical progress of completionas on the reporting date.
The physical progress of completion is ascertained as perthe in-house procedures developed by the management.The procedure and the assumptions therein are basedon certain judgements made by the managementbased on inputs from the technical departments of thecompany. Further, the ascertainment of the actual physicalcompletion of each sub-activity on reporting date alsoinvolves management estimation.
Significant judgements are involved in determining theexpected losses, when such losses become probablebased on the expected total contract cost. Costcontingencies are included in these estimates to takeinto account specific risks of uncertainties or disputedclaims against the Company, arising within each contract.These contingencies are reviewed by the Management
on a regular basis throughout the life of the contract andadjusted where appropriate. The revenue on contracts mayalso include variable consideration (variations and claims).Variable consideration is recognised when the recovery ofsuch consideration is highly probable.
Due to the nature of the contracts, revenue recognitioninvolves usage of percentage of completion method (ie.,physical progress of completion) which is determinedby survey of work performed , which involves technicalexpertise, significant judgments, identification of contractualobligations and the Company's rights to receive paymentsfor performance completed till date, changes in scope andconsequential revised contract price and recognition of theliability for loss making contracts/onerous obligations.
Auditing management's measurement of revenuerecognised over time involves significant judgements andestimations made in measuring the physical progress ofcompletion, we presumed there are inherent audit risks inthe recognition of revenue and therefore determined thisto be a key audit matter.
Our Audit approach and procedures included but werenot limited to:
• Obtained an understanding of the policies andprocedures that the company applies in recognisingrevenue from contract with customers, using theoutput method and the underlying assumptions andestimates thereon.
• Evaluated the appropriateness of the Company'srevenue recognition policies, including those relatedto variable considerations by comparing with the IndAS 115-Revenue from Contract with Customers.
• Tested the effectiveness of controls relating tothe evaluation of performance obligations andidentification of those that are distinct; estimationof costs to complete each of the performanceobligations including the contingencies in respectthereof, as work progresses and the impact thereonas a consequence of change orders; the impact ofchange orders on the transaction price of the relatedcontracts; and evaluation of the impact of variableconsideration on the transaction price.
• Selected of sample of contracts with customers andperformed the following procedures:
• Obtained and read contract documents for eachselection, change orders and other documentsthat were part of the agreement/arrangement.
• Identified significant terms and deliverables inthe contract to assess management's conclusionsregarding the (i) identification of distinctperformance obligations; (ii) changes to costs tocomplete as work progresses and as a consequenceof change orders; (iii) the impact of change orderson the transaction price; and (iv) the evaluation ofthe adjustment to the transaction price on accountof variable consideration.
• Compared costs incurred with Company's
estimates of costs incurred to date to identifysignificant variations and evaluated whetherthose variations have been considered
appropriately in estimating the remaining coststo complete the contract.
• Tested the estimate for consistency with thestatus of delivery of milestones and customeracceptance to identify possible delays inachieving milestones, which require changesin estimated costs or efforts to complete theremaining performance obligation.
• Performed analytical audit procedures for
reasonableness of revenues disclosed by type andnature of service.
• Substantial reliance was placed on the technical andactivity-based assessment made by the managementin determination of percentage of physical progresscompletion and assessed the reasonableness ofmanagement's assumptions and estimates.
• Assessed appropriateness of the relevant disclosuresmade by the company in accordance with Ind AS 115.
We concluded that based on the procedures performedabove, we did not find any material exceptions withregards to compliance of Ind AS 115 and timing ofrevenue recognition.
2. Capitalisation of Projects as Property, Plant andEquipment (PPE)
(Refer Note No.3.1,3.5 & 4(m) to the StandaloneFinancial Statements)
The Company has substantial ongoing infrastructureand development projects which, upon completionand readiness for intended use, are transferred fromCapital Work-in-Progress (CWIP) to Property, Plant andEquipment (PPE).
During the year ended 31st March,2025, the Companyhas capitalised projects amounting to H2,11,283.18 lakhson account of commercialisation/ operationalisation ofInternational Ship Repair Facility (ISRF) & New Dry Dock.
The process of capitalisation requires management toexercise significant judgment in determining the datewhen an asset is ready for its intended use, assessingwhether all directly attributable costs are appropriatelyincluded, categorising the assets under appropriateclasses of PPE, determining the useful life and residualvalue based on technical evaluation.
Given the magnitude of the capitalised amounts andthe management judgments involved, we consideredthe capitalisation of projects from CWIP to PPE as aKey Audit Matter.
Our audit procedures included, among others:
• Evaluated the Company's accounting policy forcapitalisation in line with Ind AS 16 - Property,Plant and Equipment.
• Tested the design and implementation of key controlsover the capitalisation process.
• Reviewed the project completion certificates, internal
commissioning documents, and management
approvals to ascertain the readiness of assetsfor intended use.
• Verified a sample of expenditures capitalisedto ensure they are directly attributable to theconstruction or acquisition of the specific asset.
• Examined technical assessments by the engineeringteam for the determination of useful life and residualvalues of the assets.
• Assessed the categorisation of assets intoappropriate PPE classes.
• Reviewed subsequent costs to ensure they are notincorrectly capitalised post commercialisation.
• Evaluated the appropriateness of disclosures in thefinancial statements relating to capitalised projects.
Based on the above procedures, we found themanagement's judgement relating to capitalisation to bereasonable and the related disclosures to be adequate.
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Directors' Report and Management Discussionand Analysis, but does not include the consolidated financialstatements, standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the standalone financial statementsor our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance.
As on the date of this report, the other information was notmade available to us by the management. Accordingly, we areunable to comment on this matter.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act")with respect to the preparation of these standalone financialstatements that give a true and fair view of the financialposition, financial performance including other comprehensiveincome, cash flows and changes in equity of the Company inaccordance with the accounting principles generally acceptedin India, including the Indian Accounting Standards specifiedunder section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateimplementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free frommaterial misstatements, whether due to fraud or error.
In preparing the Standalone financial statements, managementis responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeingthe company's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe standalone financial statements as a whole are free frommaterial misstatements, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional scepticismthroughout the audit. We also:
a. Identify and assess the risks of material misstatements ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;
b. Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsiblefor expressing our opinion on whether company hasadequate internal financial controls system in place andthe operating effectiveness of such controls;
c. Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management;
d. Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast
significant doubt on the Company's ability to continue asa going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern;
e. Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation;
Materiality is the magnitude of misstatements in thestandalone financial statements that, individually or inaggregate, makes it probable that the economic decisionsof a reasonably knowledgeable user of the standalonefinancial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results ofour work: and (ii) to evaluate the effect of any identifiedmisstatements in the standalone financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicatedin our report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.
For the year ended 31st March,2025, the company has initiatedthe obtaining of balance confirmations. We have received onlya few confirmations of balances from Trade receivables, TradePayables and Bank balances. Wherever confirmations notreceived by us, we have performed alternative audit proceduresby verifying the contract documents, invoices raised andcommunications made for follow up action etc.
Our opinion is not modified in respect of this matter.
1. As required under the directions and sub-directions issuedby the Comptroller and Auditor General of India in terms ofSub-section (5) of Section 143 of the Companies Act 2013,we are enclosing our report in "Annexure A”.
2. As required by the Companies (Auditor's Report) Order,2020 ("the Order") as amended, issued by the CentralGovernment of India in terms of sub-section (11) of section143 of the Companies Act, 2013, we give in the Annexurea statement on the matters specified in paragraphs 3 and4 of the Order, to the extent applicable our report thereonis enclosed as "Annexure B”.
3. Non-Compliance of Composition of Board- CompaniesAct,2013 & SEBI Listing Obligation and DisclosureRequirements (LODR) Regulations, 2015:
During the year, all the 6 Non-Official (Independent)Directors on the Board vacated their office, leading to non¬existence all the committees of board as required.
As on the date, there were no Independent Directors onthe Board due to a casual vacancy. As a result, the Companycontinues to be non-complaint with the constitutionof Audit Committee, Nomination and RemunerationCommittee, and other committees mandated as per theprovisions of the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, as amended from time to time.
It was informed that the Company being a CPSE, the powerto appoint the Directors vests with the Government of Indiaand appropriate requests for appointing sufficient numberof independent directors including a woman independentdirector have been forwarded to the Government of India.
This Standalone Financial Statements for the year
ended 31st March,2025, were not reviewed by the Audit
Committee in accordance with the provisions of Sec.177
of the Companies Act,2013 and Regulation No.18(3) of the
SEBI (LODR) Regulations, 2015.
4. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required
by law have been kept by the company so far as itappears from our examination of those books andproper adequate returns have been received from allthe regional offices of the company;
c. The Company's Balance Sheet, the Statement ofProfit and Loss (incl. Other Comprehensive income),the Statement of Cash Flows and the Statement ofChanges in Equity dealt with by this report are inagreement with the books of accounts;
d. In our opinion, the aforesaid standalone financialstatements comply with the Indian AccountingStandards specified under Section 133 of theAct, read with The Companies (Indian AccountingStandards) Rules, 2015, as amended thereon.
e. The provisions of Section 164(2) of the Act in respectof disqualification of directors are not applicableto the Company, being a Government Company interms of notification no. G.S.R.463 (E) dated 5thJune, 2015 issued by Ministry of Corporate Affairs,Government of India;
f. With respect to the adequacy of the internal financialcontrols over financial reporting of the company andthe operating effectiveness of such controls, referto our separate Report in "Annexure C". Our reportexpresses unmodified opinion on the adequacy andoperating effectiveness of the Company's internalfinancial controls over financial reporting;
g. With respect to the other matters to be included in theAuditors' Report in accordance with the requirementsof section 197(16) of the Act, as amended:
The provisions of Section 197 read with Schedule Vof the Act, relating to managerial remuneration arenot applicable to the Company, being a GovernmentCompany, in terms of Ministry of Corporate AffairsNotification no. G.S.R. 463 (E) dated 5th June, 2015;
h. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information andaccording to the explanations given to us:
i. The company has disclosed the impact ofpending litigations on its financial position inits standalone financial statements- Refer NoteNo.46 to the Standalone Financial Statements;
ii. The company has made provision, as requiredunder applicable law or accounting standards,for material foreseeable losses, if any on long¬term contracts including derivative contracts;
iii. There were no amounts which were required tobe transferred, to the Investor Education andProtection Fund by the Company;
iv. a. The management has represented that,
to the best of it's knowledge and belief,other than as disclosed in the notesto the accounts, no funds have beenadvanced or loaned or invested (eitherfrom borrowed funds or share premiumor any other sources or kind of funds) bythe company to or in any other person(s)or entity(ies), including foreign entities("Intermediaries"), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall,
• directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the company ("UltimateBeneficiaries") or
• provide any guarantee, securityor the like on behalf of theUltimate Beneficiaries;
b. The management has represented,that, to the best of it's knowledge andbelief, other than as disclosed in thenotes to the accounts, no funds havebeen received by the company fromany person(s) or entity(ies), includingforeign entities ("Funding Parties"),with the understanding, whetherrecorded in writing or otherwise, thatthe company shall,
• directly or indirectly, lend or invest inother persons or entities identified inany manner whatsoever by or
database tables to log data changes for theaccounting software used for maintainingthe books of account. However, any directdata change to SAP database tables arenot being carried out;
Security audit log was enabled in theERP from 2022 onwards. The feature ofrecording audit trail (edit log) facility ofthe accounting software was enabledon March, 2024;
Further, for the periods where audittrail (edit log) facility was enabled andoperated, we did not come across anyinstance of audit trail feature beingtampered with during the course ofour audit. Additionally, the audit trailhas been preserved by the companyas per the statutory requirements forrecord retention.
Our examination of the audit trail was in thecontext of an audit of financial statementscarried out in accordance with the Standardof Auditing and only to the extent requiredby Rule 11(g) of the Companies (Audit andAuditors) Rules,2014. We have not carriedout any audit or examination of the audittrail beyond the matters required by theaforesaid Rule 11(g) nor have we carriedout any standalone audit or examination ofthe audit trail.
• on behalf of the Funding Party("Ultimate Beneficiaries") orprovide any guarantee, security orthe like on behalf of the UltimateBeneficiaries; and
c. Based on such audit procedures asconsidered reasonable and appropriatein these circumstances, nothing hascome to our notice that has causedus to believe that the representationsunder sub-clause (i) and (ii) contain anymaterial mis-statement.
v. The dividend declared/paid by the Companyduring the year is in compliance with section123 of the Companies Act, 2013;
vi. Based on our examination carried out inaccordance with the Implementation Guidanceon Reporting on Audit Trail under Rule 11(g) ofthe Companies (Audit and Auditors) Rules,2014
(Revised 2024 Edition) issued by the Institute ofChartered Accountants of India, which includedtest checks, except the instances mentionedbelow, we report that the company has usedan accounting software ie.,SAP S/4HANA, formaintaining its books of accounts, which has afeature of security audit log and recording audittrail (edit log) facility for all relevant transactionsrecorded in the software:
a. The feature of recording audit trail (editlog) facility were enabled for identified
For Anand and Ponnappan
Chartered AccountantsFRN000111S
C. Krishnan Menon
Place: Kochi Partner
Date: 15.05.2025 Membership No :074736
UDIN: 25074736BMIYNV9785