Mar 31, 2023
Transport Corporation of India Limited
REPORT ON THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS
We have audited the accompanying Standalone Financial Statements of Transport Corporation of India Limited
("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information which includes the financial statements for the year ended on that date audited by the branch auditor of the Company''s branch located at Nepal.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 as amended ("the Act") in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India including the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), of the state of affairs of the Company as at 31st
March 2023, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities 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 the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters are those matters that, in our professional judgement, were of the most significance in our audit of the Standalone Financial Statements of the the financial year ended 31 st March 2023. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the following matters as Key Audit Matters to be communicated in our report:
Key Audit Matter |
Auditor''s Response |
Revenue recognition and measurement including related cost of rendering of services involves critical judgements by management including assessment of when the control of goods or services are being transferred, identifying large variety of complex performance obligations and determining if such obligations are satisfied over a period of time. (Refer Note No. 3.2, 4.15 & 4.19 to the Standalone Financial Statements) |
Our audit approach includes: ⢠Testing the design and operating effectiveness of the internal controls associated with contracts with customers/vendors ⢠Testing the information technology systems related to consignment notes, trip data and billing ⢠Analysing contracts with customers/vendors from selected samples ⢠Analysing invoices with customers/vendors from selected samples ⢠Reviewing the logic designed in preparation of consignment notes, bill registers, lorry hire contracts and the time taken for concluding the performance obligation ⢠Testing of the approval mechanism, access and change controls associated with the tariff/rate masters ⢠Reviewing the report of Internal Auditors ⢠Performance of analytical procedures for reasonableness of the estimates |
Company''s policy of adopting a useful life different from the life specified in Part C to Schedule II of the Companies Act, 2013. (Refer Note No. 4.1 & 5 to the Standalone Financial Statements) |
Our audit approach include: ⢠Review of the technical valuation report of the independent agency ⢠Evaluating the competence and objectivity of the expert ⢠Review of IACS Class certificate and statutory certificates on procurement to evaluate ship''s sea worthiness ⢠Reviewing the periodic dry dock cycles along with the compliance of the accounting policy |
The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Company''s Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and in doing so, consider whether other information is materially inconsistent with Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report the fact. We have nothing to report in this regard.
MANAGEMENT''S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Board of Directors are also responsible for overseeing the Company''s financial reporting process.
AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
(a) I dentify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
(d) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Materiality is the magnitude of misstatement in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of the work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the financial year ended 31st March 2023 and are therefore Key Audit Matters. We describe these matters in our auditor''s reports unless law or regulations precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We did not audit the financial statements of one branch included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of '' 36.86 Million as at 31st March 2023 and the total revenue of '' 1.94 Million for the year ended on that date, as considered in the financial statements of this branch, has been audited by the branch auditor whose reports has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such branch is based solely on the report of such branch auditor.
Our opinion is not modified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief 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 it appears from our examination of those books and proper financial statements adequate for the purposes of our audit have been received from the branch not visited by us.
(c) The report on the accounts of one branch office of the Company audited under Section 143(8) of the Act by branch auditor has been sent to us and has been properly dealt with by us in preparing this report.
(d) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of cash flow, the statement of changes in equity, statement of cash flow and the branch''s financial statements dealt with by this report are in agreement with the books of accounts.
(e) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015 as amended.
(f) On the basis of the written representations received from the directors as on 31 st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.
3. With respect to the other matters to be included in the
Auditor''s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014 as amended, in our opinion
and to the best of our information and according to the
explanations given to us:
(a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note No. 44 to the Standalone Financial Statements;
(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(d) (i) The Management has represented that, to the
best of its knowledge and belief, other than as disclosed in the Note No. 45 (c) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the 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 in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
(e) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.
As stated in Note No. 38(ii) to the Standalone Financial Statements, the Board of Directors of the Company, have proposed final dividend for the year which is subject to the approval of the members at the ensuring Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
(f) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April 2023, and therefore reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March 2023.
4. With respect to the other matters to be included in the Auditor''s Report 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 the explanations given to us, the remuneration paid by the Company to its director during the year is in accordance with the provision of section 197 of the Act. The remuneration paid to directors is not in excess of the limit laid down under section 197(16) which are required to be commented upon by us.
Chartered Accountants
Firm''s Regn No. 000511S
Partner
Place: Gurugram Membership No. 222320
Date: 18th May 2023 UDIN: 23222320BGYUWQ9134
Mar 31, 2022
Transport Corporation of India LimitedREPORT ON THE AUDIT OF THE STANDALONE FINANCIALSTATEMENTS
Opinion
We have audited the accompanying Standalone Financial Statements of Transport Corporation of India Limited
("the Company"), which comprise the Balance Sheet as at 31st March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information which includes the financial statements for the year ended on that date audited by the branch auditor of the Company''s branch located at Nepal.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India including the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), of the state of affairs of the Company as at 31st March 2022, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities 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 the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have 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 judgement, were of the most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the following matters as Key Audit Matters to be communicated in our report:
Key Audit Matter |
Auditor''s Response |
Revenue recognition and measurement including related cost of rendering of services involves critical judgments by management including assessment of when the control of goods or services are being transferred, identifying large variety of complex performance obligations and determining if such obligations are satisfied over a period of time. (Refer Note No. 3.2, 4.15 & 4.19 to the Standalone Financial Statements) |
Our audit approach includes: ⢠Testing the design and operating effectiveness of the internal controls associated with contracts with customers/vendors ⢠Testing the information technology systems related to consignment notes, trip data and billing ⢠Analysing contracts with customers/vendors from selected samples ⢠Analysing invoices with customers/vendors from selected samples ⢠Reviewing the logic designed in preparation of consignment notes, bill registers, lorry hire contracts and the time taken for concluding the performance obligation ⢠Testing of the approval mechanism, access and change controls associated with the tariff/rate masters ⢠Reviewing the report of Internal Auditors ⢠Performance of analytical procedures for reasonableness of the estimates |
Company''s policy of adopting a useful life different from the life specified in Part C to Schedule II of the Companies Act, 2013. (Refer Note No. 4.1 & 5 to the Standalone Financial Statements) |
Our audit approach include: ⢠Review of the technical valuation report of the independent agency ⢠Evaluating the competence and objectivity of the expert ⢠Review of IACS Class certificate and statutory certificates on procurement to evaluate ship''s sea worthiness ⢠Reviewing the periodic dry dock cycles along with the compliance of the accounting policy |
The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Company''s Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and in doing so, consider whether other information is materially inconsistent with Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report the fact. We have nothing to report in this regard.
MANAGEMENT''S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Board of Directors are also responsible for overseeing the Company''s financial reporting process.
AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
(d) Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatement in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of the work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore Key Audit Matters. We describe these matters in our auditor''s reports unless law or regulations precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We did not audit the financial statements of one branch included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of '' 387.83 Lakhs as at 31st March 2022 and the total revenue of '' 12.42 Lakhs for the year ended on that date, as considered in the financial statements of this branch, has been audited by the branch auditor whose reports has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of such branch is based solely on the report of such branch auditor.
Our opinion is not modified in respect of this matter.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
A. (a) We have sought and obtained all the information
and explanations which to the best of our knowledge and belief 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 it appears from our examination of those books and proper financial statements adequate for the purposes of our audit have been received from the branch not visited by us.
(c) The report on the accounts of one branch office of the Company audited under Section 143(8) of the Act by branch auditor has been sent to us and has been properly dealt with by us in preparing this report.
(d) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of cash flow, the statement of changes in equity, statement of cash flow and the branch''s financial statements dealt with by this report are in agreement with the books of accounts.
(e) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(f) On the basis of the written representations received from the directors as on 31st March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2022 from being appointed as a director in terms of Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:
(a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements Refer Note No. 44 to the Standalone Financial Statements;
(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(d) (i) The Management has represented that, to
the best of its knowledge and belief, other than as disclosed in the Note No. 45(c) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the 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 in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
(e) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.
As stated in Note No. 38(ii) to the Standalone Financial Statements, the Board of Directors of the Company, have proposed final dividend for the year which is subject to the approval of the members at the ensuring Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
3. With respect to the other matters to be included in the Auditor''s Report 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 the explanations given to us, the remuneration paid by the Company to its director during the year is in accordance with the provision of section 197 of the Act. The remuneration paid to directors is not in excess of the limit laid down under section 197(16) which are required to be commented upon by us.
Chartered Accountants Firm''s Regn No. 000511S
Partner
Place: Gurugram Membership No. 222320
Date: 28th May 2022 UDIN: 22222320AJVWKU6454
Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of Transport Corporation of India Limited (ââthe Companyââ), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility for the Standalone Financial Statements
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018 and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matters
1. The standalone financial statements for the year ended 31st March 2017, were audited by R.S. Agarwala & Co., Chartered Accountants, who have issued unmodified opinion, vide report dated 16th May 2017. This report has been furnished to us by the management, which has been relied upon by us for the purpose of audit of this standalone financial statements.
2. We did not audit the financial statements of one branch included in the standalone financial statements. The financial statements of the branch have been audited by other auditor whose report has been furnished to us by the management and our opinion on the standalone financial statements, to the extent derived from such financial statements is based solely on the report of such other auditor.
Our opinion is not qualified in the respect of the above matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order 2016 (âthe Orderâ), issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act, we give in the âAnnexure Aâ a statement on the matters specified in Paragraphs 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 explanations which to the best of our knowledge and belief 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 it appears from our examination of those books.
c) The report on the accounts of one branch of the Company audited under section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt with in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity and the Branchâs Financial Statements dealt with by this Report are in agreement with the books of account.
e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rule issued thereunder.
f) On the basis of written representations received from the directors as on 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report âAnnexure Bâ .
h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 40 to the standalone financial statements.
ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2018.
Referred to in Clause 1 of âReport on Other Legal and Regulatory Requirementsâ Paragraph of the Independent Auditorâs Report of even date to the members of Transport Corporation of India Limited on the Standalone Financial Statements as of and for the year ended 31st March 2018.
(i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed asset.
b) We are informed that a test of physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our Opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the standalone financial statements, are held in the name of the Company except in respect of Buildings, amounting to RS.40.81 lakhs situated at Secunderabad and Kolhapur, whose mutation in the records of the revenue authority is pending.
(ii) The management has conducted physical verification of inventory at reasonable interval during the year and no material discrepancies were noticed on physical verification of inventory.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of Clause (iii), (iii)(a), (iii)(b) and (iii)(c) of ParagrapRs.3 of the order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and Section 186 to the extent applicable with respect to security, guarantee given and investments made.
(v) The Company has not accepted any deposits from the public, therefore the provisions of Clause (v) is not applicable on the Company.
(vi) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income tax, service tax, custom duty, excise duty, value added tax, goods and services tax, cess and any other statutory dues to the appropriate authorities. There are no outstanding undisputed statutory dues on the last day of the financial year concerned for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or service tax or excise duty or value added tax or goods and services tax or cess or employeesâ state insurance as at 31st March 2018 which have not been deposited on account of any dispute are as under:
Nature of the Statute |
Nature of the dues |
Amount (Rs. In Lakhs) |
Period to which amount relates |
Forum where dispute is pending |
Sales Tax Act, Various States |
Trade Tax |
231.29 |
FY 2003-04 to 2016-17 |
Various Authority |
Employeeâs State Insurance, 1948 |
Employeeâs State Insurance |
20.98 |
FY 2011-12 |
Supreme Court |
Central Excise Act, 1944 |
Excise Duty |
5.00 |
FY 2017-18 |
Central Excise & Service Tax Appellate Tribunal |
Central Excise Act, 1944 |
Excise Duty |
11.82 |
FY 2009-10 |
Commissioner of Central Excise |
Central Excise Act, 1944 |
Excise Duty |
10.00 |
FY 2011-12 |
Deputy Commissioner of Central Excise |
Entry Tax Act, 2001 |
Entry Tax |
85.00 |
FY 2017-18 |
Deputy Commissioner of Entry Tax, Appeal-2, Ahmedabad |
The Bombay Stamp Act, 1958 |
Stamp Duty |
39.69 |
FY 1993-94 |
Chief Controlling Revenue Authority, Gandhinagar, Gujarat |
viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institutions or bank or Government during the year. The Company has not issued any debentures during the year.
ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the current year and the term loans during the year were applied for the purpose for which they were raised.
x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.
xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii) In our opinion and according to information and explanations given to us, the Company is not a Nidhi Company. Accordingly the provision of Clause 3(xii) of ParagrapRs.3 of the order is not applicable.
xiii) According to the information and explanations given to us and based on our examination of the records, transactions with related parties, prima facie are in compliance with the provisions of Section 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standard.
xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with directors. Accordingly, the provision of Clause 3 (xv) of ParagrapRs.3 of the order is not applicable.
xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provision of Clause 3(xvi) of ParagrapRs.3 of the order is not applicable.
We have audited the internal financial controls over financial reporting of Transport Corporation of India Limited (âthe Companyâ) as of 31st March 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based onâGuidance Note on Audit of Internal Financial Controls Over Financial Reportingâ as issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility for Internal Financial Controls
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Companyâs internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls, over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on âGuidance Note on Audit of Internal Financial Controls Over Financial Reportingâ as issued by The Institute of Chartered Accountants of India.
For Brahmayya & Co.,
Chartered Accountants
Firmâs Regn No. 000511S
Lokesh Vasudevan
Place: Gurugram (Partner)
Date : 16th May 2018 Membership No. 222320
Mar 31, 2017
Independent Auditorâs Report
To the Members of Transport Corporation of India Limited Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Transport Corporation of India Limited ("the Companyâ), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''standalone Ind AS financial Statements'')in which are incorporated the audited accounts for the year ended on that date of TCI Seaways division and the branch in Nepal as audited by other auditors.
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Accounting Principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules issued there under.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
1. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
2. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017 and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matters
We did not audit the financial statements of one branch and one division included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of '' 22,882.76 lakh as at 31st March, 2017 and total revenues of '' 14,919.19 lakh for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements of this branch and division have been audited by the branch and division auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch and division is based solely on the report of such branch and division auditors.
Report on Other legal and Regulatory Requirements:
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act,(hereinafter referred to as the "orderâ), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure "Aâ, a statement on the matters specified in paragraphs 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 explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;
c. the report on the accounts of the branch and division office of the Company audited under Section 143(8) of the Act, the branch and division auditors have been sent to us and have been properly dealt with by us in preparing this report;
d. t he Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity and the branch and division dealt with by this Report agree with the books of account and with the returns received from the branch not visited by us;
e. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards Specified under Section 133 the Act, read with relevant rule issued there under.
f. on the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act. with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure "Bâ.
g. with respect to other matter to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us :
i) as detailed in Note 39(a) of the notes to the standalone Ind AS financial statements, the Company has disclosed the impact of pending litigation on its standalone Ind AS financial statements.
ii) the Company did not have any long terms contract including derivative contracts for which there were any material foreseeable losses.
iii) there has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
iv) the Company has provided requisite disclosures in its standalone Ind AS financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30thDecember, 2016 and these are in accordance with books of account maintained by the Company. Refer note 8.
Annexure "A"to Independent Auditors'' Report of even date to the members of Transport Corporation of India Limited, on the Standalone Ind AS Financial Statement for the year ended 31st March, 2017.
Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.
1. a) The company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) We are informed that a test of physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our Opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the Ind AS financial statements, are held in the name of the Company except in respect of immovable properties situated at Secunderabad and Kolhapur.
2. a) The management has conducted physical verification of inventory at reasonable intervals during the year.
b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.
3. The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable.
4. I n our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to loans and investments made.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost records under sub- section (1) of section 148 of the Act in respect of any activities of the Company.
7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, service tax, custom duty, Excise Duty, value added tax, cess and any other statutory dues to the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or service tax or duty of excise or value added tax or cess or Employees'' State Insurance as at March 31, 2017 which have not been deposited on account of any dispute are as under:
Nature of the Statute |
Nature of the dues |
Amount (Rs, In Lakh) |
Period to which amount relates |
Forum where dispute is pending |
Income Tax Act 1961 |
Income Tax |
22.71 |
From FY 201112 to 2012-13 |
Commissioner (Appeals) |
Sales Tax Act Various States |
Trade Tax |
173.97 |
From FY 200304 to 2016-17 |
Various Authority |
Employee''s State Insurance, 1948 |
Employee''s State Insurance |
20.98 |
FY 2011-12 |
Supreme Court |
Nature of the Statute |
Nature of the dues |
Amount (Rs, In Lakh) |
Period to which amount relates |
Forum where dispute is pending |
Central Excise Act, 1944 |
Excise Duty |
26.82 |
FY 2009-10 to FY 2012-13 |
Central Excise & Service Tax Appellate Tribunal |
8. |
According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any financial institutions or bank or Government during the year. The company has not issued any debentures. |
9. |
The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore, the provisions of Clause 3(ix) of the said order are not applicable to the company. |
10. |
During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit. |
11. |
The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act. |
12. |
The company is not a Nidhi Company. |
1 3. |
The transactions with related parties are in compliance with the provisions of Section! 77 and 188 of the Act. The details of the related party transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standard. |
1 4. |
The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the order are not applicable. |
15. |
The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the order are not applicable. |
16. |
The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. |
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the companies Act, 2013.
We have audited the internal financial controls over financial reporting of Transport Corporation of India Limited ("the Companyâ) as of 31st March, 2017 in conjunction with our audit of the standalone Ind AS financial 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 and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''s Regn No:-304045E
( R.S.Agarwala)
Partner
Camp: -Gurugram Membership No.005534
Date: 16th May, 2017
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Transport Corporation of India Limited ("the Company"), which comprise
the Balance Sheet as at 31st March 2016, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information
in which are incorporated the audited accounts for the year ended on
that date of TCI Seaways division and the branch in Nepal as audited by
other auditors.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the Accounting Principles
generally accepted in India, including Accounting Standards specified
under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014 (as amended). This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act; for safeguarding the assets of the Company;
preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be ncluded in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also ncludes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
fnancial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March 2016, and its profit and its cash fows for the year ended
on that date.
Emphasis of Matters
We draw attention to Note 34 of the financial statements regarding the
scheme of arrangement for demerger of the XPS undertaking into TCI
Express Ltd. as sanctioned by the Hon''ble Telangana and Andhra Pradesh
High Court by its order dated 14th June, 2016. As per the Scheme loss
on liquidation of wholly owned subsidiary TCI Global Holding
(Mauritius) Ltd ofRs. 213,739,400/- has been debited to the Statement
of Profit and Loss and an equivalent amount transferred from the
Securities Premium Account. This is not in accordance with Accounting
Standard (AS) 5 ''Net Profit or Loss for the Period, Prior Period Items
and Changes in Accounting Policies''. However this has no effect on
Profit before tax and profit after tax of the year.
Our Opinion is not qualified in respect of this matter.
Other Matters
We did not audit the financial statements of one branch and one
division included in the Standalone Financial Statements of the Company
whose financial statements reflect total assets of Rs.17,608.39 lakh as
at 31st March, 2016 and total revenues of Rs.14,219.49 lakh for the
year ended on that date, as considered in the standalone financial
statements. The financial statements of this branch and division have
been audited by the branch and division auditors whose reports have
been furnished to us by the Management and our opinion in so far as it
relates to the amounts and disclosures included in respect of this
branch and division is based solely on the report of such branch and
division auditors.
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
sub-section (11) of section 143 of the Act,(hereinafter referred to as
the "order"), and on the basis of such checks of the books and records
of the company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure "A",
a statement on the matters specified in paragraphs 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 explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us;
c. the report on the accounts of the branch and division office of the
Company audited under Section 143(8) of the Act by the branch and
division auditors have been sent to us and have been properly dealt
with by us in preparing this report;
d. the standalone financial statements dealt with by this Report are
in agreement with the books of account and with the returns received
from the branch not visited by us;
e. in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards Specified under Section 133 the
Act, read with Rule 7 of the Companies (Accounts) Rule, 2014(as
amended) .
f. on the basis of written representations received from the directors
as on 31st March 2016, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2016, from
being appointed as a director in terms of section 164(2) of the Act.
g. with respect to the adequacy of the internal financial control over
financial reporting of the company and the operating effectiveness of
the such control, refer to our separate report in Annexure "B".
h. with respect to other matter to be included in the Auditor''s Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules
2014, in our opinion and to the best of our information and according
to the explanations given to us :
i. As detailed in Note 27(a) of the notes to the standalone financial
statements, the Company has disclosed the impact of pending litigation
on its financial statements.
i. The Company did not have any long terms contract including
derivative. Contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
Company.
Annexure "A" to Independent Auditors'' Report
Annexure "A" to Independent Auditors'' Report of even date to the
members of Transport Corporation of India Limited, on the standalone
Financial Statement for the year ended 31st March, 2016. Referred to in
paragraph 1 under the heading of "Report on Other Legal and Regulatory
Requirements" of our report of even date.
1. (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) We are informed that a test of physical verification of these
assets was carried out by the management at reasonable intervals and no
material discrepancies were noticed. In our Opinion, the frequency of
verification of Fixed Assets is reasonable having regards to the size
of the Company and nature of its assets
(c) The titles deeds of all the immovable properties, as disclosed in
the financial statements, are held in the name of the Company except in
respect of immovable properties situated at Secunderabad and Kolhapur
2. (a) The management has conducted physical verification of inventory
at reasonable intervals during the year
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification
3. The Company has not granted any loans, secured or unsecured, to
Companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act.
Therefore, the provisions of Clause 3 (iii) of the said order are not
applicable.
4. In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of section
185 and 186 of the Act, with respect to loans and investments made.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost
records under sub-section (1) of section 148 of the Act in respect of
any activities of the Company.
7. (a) According to the information and explanation given to us and
records of the Company examined by us, in our opinion the
Company is regular in depositing undisputed statutory dues including
provident fund, employees'' state insurance, income tax, service tax,
custom duty, Excise Duty, value added tax, cess and any other statutory
dues to the appropriate authorities. (b) According to the information
and explanations given to us and the records of the Company examined by
us, the particulars of dues of income-tax or sales tax or service tax
or duty of excise or value added tax or cess or Employees'' State
Insurance as at March 31, 2016 which have not been deposited on account
of any dispute are as under:
I Nature of Statute Nature of dues Rs. in Lakh
Income Tax Act 1961 Income Tax 55.69
Sales Tax Act Various Trade Tax 138.23
States
Employee''s State Employee''s State 20.98
Insurance, 1948 Insurance
Central Excise Act, 1944 Excise Duty 26.82
Nature Of Statute Period to which amount Forum where dispute is
relates pending
Income Tax Act 1961 From FY 2011-12 to
2012-13 Commissioner (Appeals)
Sales Tax Act Various From FY 2003-04 to
states 2015-16 Various Authority
Employees''s State FY 2011-12 Supreme Court
Central Excise Act, FY 2009-10 to FY 2012- Central Excise &
13 Service Tax
Appellate Tribunal
8. According to the records of the company examined by us and the
information and explanations given to us, the company has not defaulted
in repayment of loans or borrowings to any financial institutions or
bank or Government during the year. The company has not issued any
debentures.
9. The company has not raised any moneys by way of initial public
offer, further public offer (including debt instruments) and term
loans. Therefore, the provisions of Clause 3(ix) of the said order are
not applicable to the company.
10. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across ifany instance of
material fraud by the company or on the Company by its officers or
employees, noticed or reported during the year, nor have we been
informed of any such cases by the management during the course of our
audit.
11. The company has paid /provided for managerial remuneration
in accordance with the requisite approvals mandated by the provisions
of section 197 read with schedule V to the Act.
12. The company is not a Nidhi Company.
13. The transactions with related parties are in compliance with the
provisions of Section 177 and 188 of the Act. The details of the
related party transactions have been disclosed in the financial
statements as required under Accounting Standard (AS) 18, Related Party
Disclosures specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
14. The Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during
the year under review. Therefore, the provisions of Clause 3 (xiv) of
the order are not applicable.
15. The Company has not entered into any non-cash transactions with
its directors or persons connected with him. Therefore, the provisions
of Clause 3 (xv) of the order are not applicable.
16. The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''s Regn No:-304045E
R.S. Agarwala
Camp: Hyderabad Partner
Date: 18th August, 2016 Membership No.005534
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Transport Corporation of India Ltd. ("the Company"), which comprise
the Balance Sheet as at 31st March 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information
in which are incorporated the audited accounts for the year ended on
that date of TCI Seaways division and the branch in Nepal as audited by
other auditors.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements,
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March 2015, and its profit and its cash flows for the year
ended on that date.
Other Matters
We did not audit the financial statements of one branch and one
division included in the Standalone Financial Statements of the Company
whose financial statements reflect total assets of Rs. 17,511.70 lacs as
at 31st March, 2015 and total revenues of Rs. 12,310.82 lacs for the year
ended on that date, as considered in the standalone financial
statements. The financial statements of this branch and division have
been audited by the branch and division auditors whose reports have
been furnished to us and our opinion in so far as it relates to the
amounts and disclosures included in respect of this branch and
division, is based solely on the report of such branch and division
auditors.
Our Opinion is not modified in respect of this matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order") issued by the Central Government of India in
terms of Section 143(11) of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of
the Order
2. As required by Sectionl43(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us;
c. The report on the accounts of the branch and division office of the
Company audited under Section 143(8) of the Act by the branch and
division auditors have been sent to us and have been properly dealt
with by us in preparing this report;
d. the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account and with the returns received from the branch not visited by
us;
e. In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
f. On the basis of the written representations received from the
directors as on 31st March 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March 2015
from being appointed as a director in terms of Sectionl64(2) of the
Act;
g. With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. as detailed in Note 27(a) of the standalone financial statements,
the Company has disclosed the impact of pending litigation on its
financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to the Independent Auditor''s Report
Referred to in paragraph 1 under the heading of "Report on other
Legal and Regulatory Requirements" of the Independent Auditors''
Report of even date to the members of Transport Corporation of India
Ltd. on Standalone Financial Statements as of and for the year ended
31st March, 2015;
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of
fixed assets.We are informed that a test physical verification of these
assets was carried out by the management during the year and no
material discrepancies were noticed.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) The Company has not granted any loans secured or unsecured to
companies, firms or other parties covered in the register
imint.-iined under Section 189 of the Act.
(iv) In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems nor we have been informed of any such
instance.
(v) The Company has not accepted any deposits from the public within
the meaning of Sections 73 to 76 of the Act and the Rules framed
thereunder to the extent notified.
(vi) We have broadly reviewed the accounts and records maintained by
the Company Pursuant to the Rules made by the Central Government for
the maintenance of cost records under section 148(1) of the Act in
respect of Electricity Generation. We are of the opinion that Prima
Facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of such
records.
(vii) (a) According to the books and records produced to us and based
on management representations, the Company is
regular in depositing undisputed statutory dues including provident
fund, employees'' state insurance, income-tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess and
other material statutory dues, as applicable, with the appropriate
authorities. Further, no undisputed amounts payable in respect thereof
were outstanding at the year-end for a period of more than six months
from the date they become payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax or sales tax or wealth tax or service tax or duty of excise
or value added tax or cess or Employees'' State Insurance as at 31st
March, 2015 which have not been deposited on account of a dispute are
as under:
Name of Dues Amount Forum where dispute is pending
(Rsin lacs)
Income Tax 33.98 Commissioner (Appeals)
Trade Tax 244.11 Various Authority
Employee''s State
Insurance 20.98 Supreme Court
Excise Duty 26.82 CentralExcise & Service Tax
Appellate Tribunal
(c) The Company has transferred the amount required to be transferred
to the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules
made thereunder within the specified time.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the financial
year ended on that date or in the immediately preceding financial year.
(ix) In our opinion, the Company has not defaulted in repayment of dues
to any financial institution or bank or debenture holders as at the
balance sheet date.
(x) In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions during the year are not, prima facie, prejudicial to the
interest of the Company.
(xi) In our opinion, and according to the information and explanations
given to us, on an overall basis the term loans have been applied, for
the purpose for which they were obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''s Registration No.: 304045E
R.S. Agarwala
Camp: Gurgaon Partner
Date: 25th May 2015 Membership No.: 005534
Mar 31, 2014
Report on the Financial Statements
We have audited the accompanying financial statements of Transport
Corporation of India Ltd. ("the Company"), which comprise the Balance
Sheet as at 31st March, 2014, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information in
which are incorporated the audited accounts of the TCI Seaways division
and the branches in Nepal as audited by other auditors.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in section 21 l(3C)
of the Companies Act, 1956 ("the Act").This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us. the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March,2014;
(b) in the case of the Statement of Profit and Loss, of the profit
For the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date. Report on other legal and regulatory
requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of section
227(4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act. we report that:
a.) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of
our audit;
b.) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from branches not visited by us. The Branch Auditors''
Reports have been forwarded to us and appropriately dealt with.
c.) the Balance Sheet, Statement of Profit and Loss. and Cash Flow
Statement dealt with by this Report are in agreement with the books of
Account and with the returns received from branches not visited by us;
d.) in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in section 21 I (3C) of the Act, and
e.) on the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,20l4,from being
appointed as a director in terms of section 274 (I) (g) of the Act.
Annexure to Independent Auditors'' Report
Referred to in paragraph I under the heading of "Report on other Legal
and Regulatory Requirements" of our report of even date.
1. The Company has maintained records showing full particulars
including quantitative details and situation of fixed assets. We are
informed that a test physical verification of these assets was carried
out by the management during the year and no material discrepancies
were noticed.
2. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
3. The Company has not granted or taken during the year any loans
secured or unsecured from companies, firm or other parties covered in
the register maintained under Section 301 of the Act.
4. There is an adequate internal control system commensurate with the
size and nature of the Company''s business for the purchase of
inventories, fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system, nor we have been informed of any such
instance.
5. (a) To the best of our knowledge and belief and according to the
information and explanations given to us, the / particulars of
contracts or arrangements that need to be entered into the register in
pursuance of Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
the Act, have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has complied with the provisions of Sections 58A, 58AA
and other relevant provisions of the Companies Act, 1956 and the rules
framed there under with regard to deposits accepted from the public.
7. The Company has appointed a firm of Chartered Accountants at the
TCI Seaways Division to do the internal audit regularly. At other
places the in-house internal audit department of the company conducted
internal audit. The internal audit system is being constantly reviewed
and strengthened to commensurate with the size and nature of Company''s
business.
8. We have broadly reviewed the accounts and records maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209( I) (d) of the Act in
respect of Electricity generation. We are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of such
records.
9. (a) According to the information and explanation given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees'' state insurance, income-tax, sales-tax, wealth tax, service
tax, custom duty and other material statutory dues as applicable with
the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
Excise Duty Trade Tax, Stamp Duty, Employees'' State Insurance and Labour
Laws as at March 31,2014 which have not been deposited on account of a
dispute are as under:
Nature of Dues Amount Forum where pending
(Rs. in
lacs)
Trade Tax 149 Various Authority
Labour laws 94 Civil Court
Stamp Duty 40 Chief Controlling Revenue Authority
Employees'' State
Insurance 29 Supreme Court
Excise Duty 27 Central Excise & Service Tax
Appellate Tribunal
10. The Company has no accumulated losses as at March 31,2014 and has
not incurred any cash losses in the financial year ended on that date
or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or banks or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security byway of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments. The investments in
shares, securities, debentures etc. are held by the Company in its own
name.
15. In our opinion, and according to the information and explanations
given to us. the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions, are not prima facie prejudicial to the interest of the
Company.
16. In our opinion, and according to the information and explanations
given to us, on an overall basis. the term loans have been applied for
the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us. funds raised on short-term basis have not been
used for long-term investment.
18. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Act
19. There are no debentures outstanding at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For R. S. Agarwala & Co.
Chartered Accountants
Firm''s Regn. No. 304045E
R.S. Agarwala
Camp: Gurgaon Partner
Date: 24thMay,20l4 Membership No.005534
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Transport
Corporation of India Ltd. ("the Company"), which comprise the Balance
Sheet as at 31st March, 2013, the Statement of Profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information in
which are incorporated the audited accounts of the TCI Seaways division
and the branches in Nepal as audited by other auditors.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in section 211(3C) of the
Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(b) in the case of the Statement of Profit and Loss , of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of section
227(4A) of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a.) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b.) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from branches not visited by us;
c.) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and with the returns received from branches not visited by us;
d.) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in section 211 (3C) of the Act,and
e.) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of section 274 (1) (g) of the Act.
Referred to in paragraph 1 under the heading of "Report on other Legal
and Regulatory Requirements" of our report of even date.
1. The Company has maintained records showing full particulars
including quantitative details and situation of fixed assets. We are
informed that a test physical verification of these assets was carried
out by the management during the year and no material discrepancies
were noticed.
2. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
3. (a) The Company has during the year granted unsecured loans to one
subsidiary company covered in the register maintained under Section 301
of the Act. The maximum amount involved during the year was Rs. 98.28
lacs and the year end balance Rs.72.38 lacs. There are no stipulations
as to the dates for repayment of the loan.
(b) The Company has taken unsecured loans of Rs. 110 Lacs during the
year from one company covered in the register maintained under Section
301 of the Act .
(c) In our opinion, the rate of interest and other terms and conditions
of the above loans are not prima facie prejudicial to the interest of
the Company.
4. There is an adequate internal control system commensurate with the
size and nature of the Company''s business for the purchase of
inventories, fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system, nor we have been informed of any such
instance.
5. (a) To the best of our knowledge and belief and according to the
information and explanations given to us, the particulars of contracts
or arrangements that need to be entered into the register in pursuance
of Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
the Act, have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has complied with the provisions of Sections 58A, 58AA
and other relevant provisions of the Companies Act, 1956 and the rules
framed thereunder with regard to deposits accepted from the public.
7. The Company has appointed a firm of Chartered Accountants at the
TCI Seaways Division to do the internal audit regularly. At other
places the in-house internal audit department of the company conducted
internal audit. The internal audit system is being constantly reviewed
and strengthened to commensurate with the size and nature of Company''s
business.
8. We have broadly reviewed the accounts and records maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Act in
respect of Electricity generation. We are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of such
records.
9. (a) According to the information and explanation given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees'' state insurance, income-tax, sales-tax, wealth tax, service
tax, custom duty and other material statutory dues as applicable with
the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, Excise Duty, trade tax, Stamp Duty, employees'' State
Insurance and Labour Laws as at March 31, 2013 which have not been
deposited on account of a dispute and adjusted with the refunds due to
the extent of Rs. 840 lacs, are as under:
Nature of Dues Amount Forum where pending
(Rs. in
lacs)
Income Tax 1171 Commissioner (Appeals)
Income Tax 291 Income Tax Appellate
Tribunal
Trade Tax 190 High Court
Consumer Protection Act 64 Supreme Court
Labour laws 44 Civil Court
Stamp Duty 40 Chief Controlling Revenue
Authority Employees''
State Insurance 29 Supreme Court
Excise Duty 17 Central Excise & Service
Tax Appellate Tribunal
10. The Company has no accumulated losses as at March 31, 2013 and has
not incurred any cash losses in the financial year ended on that date
or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or banks or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments. The investments in
shares, securities, debentures etc. are held by the Company in its own
name.
15. In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions, are not prima facie prejudicial to the interest of the
Company.
16. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, funds raised on short-term basis have not
been used for long-term investment.
18. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Act.
19. There are no debentures outstanding at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For R S Agarwala & Co.
Chartered Accountants
Firm''s Regn. No. 304045E
R S Agarwala
Camp: Gurgaon Partner
Date: May 15, 2013 Membership No. F-5534
Mar 31, 2012
We have audited the attached Balance Sheet of Transport Corporation of
India Ltd. as at 31st March 2012, the annexed Statement of Profit and
Loss and the Cash Flow Statement of the Company for the year ended on
that date in which are incorporated the audited accounts of the TCI
Seaways division and the branches in Nepal as audited by other
auditors.
1. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors' Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 and on the
basis of such checks as we considered appropriate and according to the
information and explanations given to us during the course of audit, we
enclose in the Annexure hereto a statement on the matters specified in
paragraph 4 & 5 of the said Order.
4. Attention is invited to Note 11 (ii) regarding investments in
overseas subsidiary companies.
5. Further to our comments in the Annexure, referred to in paragraph 3
above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns adequate for the purpose of our audit have
been received from the branches not visited by us. The Branch Auditors'
Report has been forwarded to us and appropriately dealt with.
iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account and returns from the branches.
iv. In our opinion, the Statement of Profit and Loss, the Balance
Sheet and the Cash Flow Statement, comply with the accounting standards
referred to in section 211 (3C) of the Companies Act, 1956.
v. On the basis of written representations received from the directors
as on 31st March 2012 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2012 from being
appointed as a director under section 274(1) (g) of the Companies Act,
1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes and accounting policies thereon give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India:
a) In the case of Balance Sheet of the state of affairs of the Company
as at 31st March 2012;
b) In the case of Statement of Profit and Loss, of the profit of the
Company for the year ended on that date and
c) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
1. The Company has maintained records showing full particulars
including quantitative details and situation of fixed assets. We are
informed that a test physical verification of these assets was carried
out by the management during the year and no material discrepancies
were noticed.
2. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management
for such physical verification are, in our opinion, reasonable and
adequate in relation to the size of the Company and the nature of its
business.
3. (a) The Company has during the year granted interest free
unsecured loans to two subsidiary companies and interest bearing loan
to one Company. All the above companies are covered in the register
maintained under Section 301 of the Act. The maximum amount involved
during the year aggregate to Rs.274 lacs and the year end balance to
Rs.84 lacs. There are no stipulations as to the dates for repayment of
the loan.
(b) The Company has taken unsecured loans of Rs. 55 lacs during the
year from one company covered in the register maintained under Section
301 of the Act and was repaid during the year.
(c) In our opinion, the rate of interest and other terms and conditions
of the above loans are not prima facie prejudicial to the interest of
the Company.
4. There is an adequate internal control system commensurate with the
size and nature of the Company's business for the purchase of
inventories, fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system, nor we have been informed of any such
instance.
5. (a) To the best of our knowledge and belief and according to
the information and explanations given to us, the particulars of
contracts or arrangements that need to be entered into the register in
pursuance of Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
the Act, have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
6. The Company has complied with the provisions of Sections 58A, 58AA
and other relevant provisions of the Companies Act, 1956 and the rules
framed there under with regard to deposits accepted from the public.
7. The Company has appointed a firm of Chartered Accountants at the
TCI Seaways Division to do the internal audit regularly. At other
places the in-house internal audit department of the company conducted
internal audit. The internal audit system is being constantly reviewed
and strengthened to commensurate with the size and nature of Company's
business.
8. We have broadly reviewed the accounts and records maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Act in
respect of Electricity generation. We are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of such
records.
9. (a) According to the information and explanation given to us
and the records of the Company examined by us, in our opinion, the
Company is generally regular in depositing the undisputed statutory
dues including provident fund, investor education and protection fund,
employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, custom duty and other material statutory dues as applicable with
the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, trade tax and employees' state insurance as at March 31st,
2012 which have not been deposited on account of a dispute and adjusted
with the refunds due to the extent of Rs. 2475.15 lacs, are as under:
Nature of Dues Amount Forum where
(Rs.in lacs) pending
Income Tax 4274.17 Commissioner ( Appeals)
Income Tax 195.88 Income Tax Appellate Tribunal
Excise Duty 288.28 Central Excise & Service Tax
Appellate Tribunal
Trade Tax 11.53 High Court
Stamp Duty 39.69 Chief Controlling Revenue Authority
Employees'
State Insurance 29 Supreme Court
10. The Company has no accumulated losses as at March 31st, 2012 and
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
11. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
12. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments. The investments in
shares, securities, debentures etc. are held by the Company in its own
name.
15. In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions, are not prima facie prejudicial to the interest of the
Company.
16. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, funds raised on short-term basis have not
been used for long-term investment.
18. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Act.
19. There are no debentures outstanding at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanation given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by management.
For R S Agarwala & Co.
Chartered Accountants
Firm's Regn. No. 304045E
R S Agarwala
Camp: Gurgaon Partner
Date: 30th May, 2012 Membership No. F-5534
Mar 31, 2011
We have audited the attached Balance Sheet of Transport Corporation of
India Ltd. as at 31st March 2011, the annexed Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date in which are incorporated the audited accounts of the TCI Seaways
division and the branches in Nepal as audited by other auditors.
1. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 and on the
basis of such checks as we considered appropriate and according to the
information and explanations given to us during the course of audit, we
enclose in the Annexure hereto a statement on the matters specified in
paragraph 4 & 5 of the said Order.
4. Attention is invited to note 4 on Schedule 23 regarding income- tax
demands and note 6 on Schedule 23 regarding investments in overseas
subsidiary and joint venture companies.
5. Further to our comments in the Annexure, referred to in paragraph 3
above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns adequate for the purpose of our audit have
been received from the branches not visited by us. The Branch Auditors
Report has been forwarded to us and appropriately dealt with.
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account
and returns from the branches.
iv. In our opinion, the Profit and Loss Account, the Balance Sheet and
the Cash Flow Statement, comply with the accounting standards referred
to in section 211 (3C) of the Companies Act, 1956.
v. On the basis of written representations received from the directors
as on 31st March 2011 and taken on record by the Board of Directors
none of the directors is disqualified as on 31st March, 2011 from being
appointed as a director under section 274(1) (g) of the Companies Act,
1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes and accounting policies thereon give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India:
a) In the case of Balance Sheet of the state of affairs of the Company
as at 31st March 2011;
b) In the case of Profit and Loss Account, of the profit of the Company
for the year ended on that date and
c) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO AUDITORS REPORT referred to in paragraph 3 of our report
of even date:
1. The Company has maintained records showing full particulars
including quantitative details and situation of fixed assets. We are
informed that a test physical verification of these assets was carried
out by the management during the year and no material discrepancies
were noticed.
2. The Company has transferred a substantial part of fixed assets
during the year under the Scheme of Arrangement for demerger of its
real estate and warehousing division into its subsidiary company, TCI
Developers Limited effective from 1st April 2010. Such transfer has,
in our opinion, not affected the going concern status of the Company.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. (a) The Company has during the year granted unsecured interest free
loans to six wholly owned overseas subsidiaries. All the above
companies are covered in the register maintained under Section 301 of
the Act. The maximum amount involved during the year aggregate to Rs.
555 lacs and the year end balances to Rs. 164 lacs. There are no
stipulations as to the dates for repayment of the loans.
(b) The Company has taken unsecured loans of Rs. 541 lacs during the
year from one company covered in the register maintained under Section
301 of the Act and was repaid during the year.
(c) In our opinion, the rate of interest and other terms and conditions
of the above loans are not prima facie prejudicial to the interest of
the Company.
5. There is an adequate internal control system commensurate with the
size and nature of the Companys business for the purchase of
inventories, fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system, nor we have been informed of any such
instance.
6. (a) To the best of our knowledge and belief and according to the
information and explanations given to us, the particulars of contracts
or arrangements that need to be entered into the register in pursuance
of Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
the Act, have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
7. The Company has complied with the provisions of Sections 58A, 58AA
and other relevant provisions of the Companies Act, 1956 and the rules
framed thereunder with regard to deposits accepted from the public.
8. The Company has appointed a firm of Chartered Accountants at the
TCI Shipping Division to do the internal audit regularly. At other
places the in-house internal audit department of the company conducted
internal audit. The internal audit system is being reviewed and
strengthened to commensurate with the size and nature of Companys
business.
9. We have broadly reviewed the accounts and records maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Act in
respect of Electricity generation. We are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However we have not made a detailed examination of such
records.
10. (a) According to the information and explanation given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees state insurance, income-tax, sales-tax, wealth tax, service
tax, custom duty and other material statutory dues as applicable with
the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income- tax, trade tax and employees state insurance as at March 31,
2011 which have not been deposited on account of a dispute and adjusted
with the refunds due to the extent of Rs. 1503.77 lacs, are as under:
Nature of Dues Amount (Rsinlacs) Forum where pending
Income Tax 2263.41 Commissioner (Appeals)
Income Tax 1506.25 Income-tax Appellate Tribunal
Trade Tax 257.39 Trade Tax Officer
Trade Tax 10.11 Joint/ Assistant Commissioner,
Sales Tax
Trade Tax 5.03 High Court
Stamp Duty 39.69 Chief Controlling Revenue Authority
Employees State
Insurance 29.00 Supreme Court
11. The Company has no accumulated losses as at March 31, 2011 and has
not incurred any cash losses in the financial year ended on that date
or in the immediately preceding financial year.
12. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
13. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
14. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
15. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments. The investments in
shares, securities, debentures etc. are held by the Company in its own
name.
16. In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions, are not prima facie prejudicial to the interest of the
Company.
17. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
18. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, funds raised on short-term basis have not
been used for long-term investment.
19. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Act.
20. There are no debentures outstanding at the year end.
21. The Company has not raised any money by public issues during the
year.
22. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India, and according to the information given to
us, a case of misappropriation by an employee of funds of Rs. 45 lacs
approximately has occurred. A part of the amount has since been
recovered. We have not come across any other instance of material fraud
on or by the Company, noticed or reported during the year.
For R S Agarwala & Co.
Chartered Accountants
Firm Regn. No.-304045E
R S Agarwala
Camp: Gurgaon Partner
1st June 2011 Membership No.F-5534
Mar 31, 2010
We have audited the attached Balance Sheet of Transport Corporation of
India Ltd. as at 31st March 2010, the annexed Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date in which are incorporated the audited accounts of theTCI Seaways
division and the branches in Nepal as audited by other auditors.
1. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Companies Act, 1956 and on the
basis of such checks as we considered appropriate and according to the
information and explanations given to us during the course of audit, we
enclose in the Annexure hereto a statement on the matters specified in
paragraph 4 & 5 of the said Order.
4. Furtherto our comments in the Annexure, referred to in paragraph 3
above,we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns adequate for the purpose of our audit have
been received from the branches not visited by us. The Branch Auditors
Report has been forwarded to us and appropriately dealt with.
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account
and returns from the branches.
iv. In our opinion, the Profit and Loss Account, the Balance Sheet and
the Cash Flow Statement, comply with the accounting standards referred
to in section 211 (3C) of the CompaniesAct, 1956.
v. On the basis of written representations received from the directors
as on 31 st March 2010 and taken on record by the Board of Directors
none of the directors is disqualified as on 31 st March, 2010 from
being appointed as a director under section 274( I) (g) of the
CompaniesAct, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes and accounting policies thereon give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India:
a) In the case of Balance Sheet of the state of affairs of the Company
as at 31st March 2010;
b) In the case of Profit and Loss Account, of the profit of the Company
for the year ended on that date and
c) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.
Annexure to Auditors Report referred to in paragraph 3 of our report
of even date:
1. The Company has maintained records showingfull particulars
including quantitative details and situation of fixed assets. We are
informed that a test physical verification of these assets was carried
out by the management during the year and no material discrepancies
were noticed.
2. During the year the Company has not disposed off a substantial part
of its fixed assets.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. (a) The Company has during the year granted unsecured interest free
loans to six wholly owned
subsidiaries. Interest bearing loan has been given to one company,
which has been repaid during the year and also to one joint venture
company. All the above companies are covered in the register maintained
under Section 301 of theAct.The maximum amount involved during the year
aggregate to Rs. 704 lacs and the year end balances to Rs. 1759
lacs.There are no stipulations as to the dates for repayment of
principal and interest. However interest where applicable is being
charged thereon.
(b) In our opinion, the rate of interest and other terms and conditions
of above loans are not prima facie prejudicial to the interest of the
Company.
(c) As informed the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under Section 301 of theAct.
5. There is an adequate internal control system commensurate with the
size and nature of the Companys business for the purchase of
inventories, fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system, nor we have been informed of any such
instance.
6. (a) To the best of our knowledge and belief and according to the
information and explanations given to us,
the particulars of contracts or arrangements that need to be entered
into the register in pursuance of Section 301 of the Act, have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
the Act, have been made at prices which are reasonable having regard to
the prevailing market prices at the relevant time.
7. The Company has complied with the provisions of Sections 58A, 58AA
and other relevant provisions of the Companies Act, 1956 and the rules
framed thereunder with regard to deposits accepted from the public.
8. The Company has appointed a firm of Chartered Accountants at the
TCI Shipping Division to do the internal audit regularly. At other
places the in-house internal audit department of the company conducted
internal audit.The internal audit system is being reviewed and
strengthened to commensurate with the size and nature of Companys
business.
9. We have broadly reviewed the accounts and records maintained by the
Company pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(l)(d) of theAct in
respect of Electricity generation. We are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However we have not made a detailed examination of such
records.
10. (a) According to the information and explanation given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees state insurance, income- tax, sales-tax, wealth tax, service
tax, custom duty and other material statutory dues as applicable with
the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, trade tax and employees state insurance as at March 31,
2010 which have not been deposited on account ofa dispute and adjusted
with the refunds due to the extent of Rs. I I 17.75 lacs, are as under:
Nature of Dues Amount (Rs. in lacs) Forum where pending
Income Tax 304.38 Commissioner (Appeals)
Income Tax 1236.93 Income-tax Appellate Tribunal
Trade Tax 73.88 Trade Tax Officer
Trade Tax 4.23 Joint/Assistant Commissioner, Sales
Tax
Trade Tax 5.03 High Court
Stamp Duty 39.69 Chief Controlling Revenue Authority
Employees State
Insurance 29.00 High Court
I I. The Company has no accumulated losses as at March 3 1,2010 and has
not incurred any cash losses in the financial year ended on that date
or in the immediately preceding financial year.
12. According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
13. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
14. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
15. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.The investments in shares,
securities, debentures etc. are held by the Company in its own name.
16. In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions, are not prima facie prejudicial to the interest of the
Company.
17. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
18. On the basis of an overall examination of the balance sheet of the
Company, in our opinion and according to the information and
explanations given to us, funds raised on short-term basis have not
been used for long-term investment.
19. The Company has not made any preferential allotment of shares
during the year to parties and companies covered in the register
maintained under section 301 of the Act.
20. No security or charge has been created in respect of debentures
issued.
21. The Company has not raised any money by public issues during the
year.
22. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the Management.
Camp: Gurgaon For R S Agarwala & Co.
Date: 19th May 2010 Chartered Accountants
Firms Regn. No. 304045E
R S Agarwala
Partner
Membership No.F-5534