Mar 31, 2017
TO THE MEMBERS OF TRANSWARRANTY FINANCE LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Transwarranty Finance Limited ("the Company") which comprise the Balance Sheet as at 31 March 2017, 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.
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 there under.
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 control 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. 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, 2017, its profit and its 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, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, 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.
(c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) 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.
(e) On the basis of the written representations received from the directors as on 31st March, 2017 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.
(f) 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''.
(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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note 25 to the 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.
iv. The Company has provided requisite disclosure in its financial statements as to holdings as well as dealing in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with books maintained by the company.
ANNEXURE ''A'' TO INDEPENDENT AUDITORS'' REPORT
(Annexure referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date.)
(i) (a) In our opinion, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.
(c) The Company did not own any immovable property during the year. Accordingly paragraph 3(i)(c) of the Order is not applicable to the Company.
(ii) The Company is a Non-Banking Financial Company. Accordingly, it does not hold any physical inventory. Thus, paragraph 3 (ii) of the Order is not applicable to the Company.
(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. Thus, paragraph 3(iii) of the Order is 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 186 of the Act, with respect to the loans and investments made.
(v) According to the information and explanations given to us, the Company has not accepted any deposit attracting the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013, and the rules framed thereunder. Thus, paragraph 3(v) of the Order is not applicable to the Company.
(vi) In our opinion and according to the information and explanation given to us, pursuant to the Rules made by the Central Government, the maintenance of cost records as prescribed under Section 148 (1) of the Companies Act, 2013, is not applicable to the Company for the year under report.
(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Sales Tax, Service tax, Customs Duty, Excise Duty, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2017 outstanding for a period of more than six months from the date they become payable.
(b) The disputed statutory dues aggregating to Rs. 29,04,820/- that have not been deposited on account of matters pending before the appropriate authority are as under:
Sr. No. |
Name of the statute |
Nature of dues |
Amount (Rs.) |
Period to which the amount relates |
Forum where dispute is pending |
1 |
Income Tax Act, 1961 |
Tax/Penalty |
546,710 |
Assessment Year 2011-2012 |
Commissioner of Income Tax (Appeals) |
2 |
Income Tax Act, 1961 |
Tax/Penalty |
2,358,110 |
Assessment Year 2012-2013 |
Commissioner of Income Tax (Appeals) |
(viii) Based on our audit procedures and according to the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions. The Company did not have any outstanding loans or borrowings from government or dues to debenture holders.
(ix) According to the information and explanations given to us, term loan taken by the Company was applied for the purpose for which it was raised. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.
(x) To the best of our knowledge, and according to the information and explanations to us, no material fraud on or by the Company has been noticed or reported during the year.
(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 or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give 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 under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.
(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 non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company, being a Non-Banking Financial Company (NBFC), is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. The Company had applied for registration as provided in Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and has been granted certificate of registration dated 6 August, 1998 from the Reserve Bank as a NBFC.
ANNEXURE ''B'' TO INDEPENDENT AUDITORS'' REPORT
(Annexure referred to under the heading ''Report on Other Legal and Regulatory Requirements'' of our report of even date.) 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 Transwarranty Finance Limited ("the Company") as of 31 March 2017 in conjunction with our audit of the standalone 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 control 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, 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.
Auditors'' Responsibility
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 "Guidance Note") 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 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 companyâs 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 companyâs 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 31 March 2017. However, the Company is in the process of establishing the internal control over financial reporting criteria 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 RAHUL GAUTAM DIVAN & ASSOCIATES
Chartered Accountants
(Firm''s Registration Number: 120294W)
RAHUL DIVAN
Place : Mumbai Partner
Date : 27 April 2017 Membership Number: 100733
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Transwarranty Finance Limited ("the Company") which comprise the
Balance Sheet as at 31 March 2015, 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.
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 and 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 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 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 control 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 control 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, its profit and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Non-Banking Financial Companies Auditors
(Reserve Bank) Directions, 1998 we further state that:
a. The Company, incorporated prior to 9 January 1997 has applied for
registration as provided in Section 56 IA of the Reserve Bank of India
Act, 1934 (2 of 1934) and the Company has been granted certificate of
registration dated 6 August, 1998 from the Reserve Bank as a NBFC;
b. The Board of Directors of the Company has passed a resolution for
non-acceptance of any public deposits;
c. The company has not accepted any public deposits during the year
under reference; and
d. The company has complied with prudential norms relating to the
income recognition, accounting standards, asset classification and
provision of bad and doubtful debts as applicable to it.
2. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Companies Act, 2013, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
3. 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 Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
(d) 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.
(e) On the basis of the written representations received from the
Directors as on 31st March 2015 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 Section 164(2) of the
Act.
(f) The company has adequate internal financial controls and in our
opinion the same are operating effectively.
(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. The Company does not have any pending litigations which would
impact its financial position.
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 INDEPENDENT AUDITORS' REPORT
(Annexure referred to in paragraph 1 under the heading of 'Report on
Other Legal and Regulatory Requirements' of our report of even date.)
(i) (a) In our opinion, the Company has maintained proper records
showing full particulars including quantitative details and situation of
fixed assets.
(b) As explained to us, some of the fixed assets have been physically
verified by the management according to a programme of verification
which in our opinion is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies with
respect to book records were noticed on such verification.
(ii) The Company had no inventory during the year. Since the Company
has no inventory, clauses 3 (ii) of the Order is not applicable.
(iii) In our opinion and according to the information and explanations
given to us, the Company has granted unsecured any loans, to a company
covered in the register maintained under Section 189 of the Companies
Act, 2013.
(a) The company is recovering principal and interest on a regular
basis.
(b) The balance at 31 March 2015 is Rs. 341,701. There is no overdue
amount.
(iv) In our opinion and according to the information and explanation
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to purchases of fixed assets and for the sale of services. During the
course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control systems.
(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit within the
meaning of Section 73 to 76 of the Companies Act, 2013, and the rules
framed thereunder.
(vi) In our opinion and according to the information and explanation
given to us, pursuant to the Rules made by the Central Government, the
maintenance of cost records as prescribed under Section 148 (1) of the
Companies Act, 2013, is not applicable to the Company for the year
under report.
(vii) (a) According to the records of the Company and the information
and explanations given to us, the Company has been regularly depositing
with the appropriate authorities undisputed statutory dues including
Provident Fund, Employees' State Insurance, Income tax, Sales Tax,
Wealth tax, Service tax, Customs Duty, Excise Duty, Value added Tax,
Cess and any other statutory dues applicable to it. There are no
undisputed statutory dues as referred to above as at 31st March, 2015
outstanding for a period of more than six months from the date they
become payable.
(b) The disputed statutory dues aggregating to Rs. 2,358,110 that have
not been deposited on account of matters pending before the appropriate
authority are as under:
Sr. No. Name of the statute Nature of dues Forum where dispute
is pending
1 Income Tax Act Tax/Penalty Assistant Commissioner
of Income Tax
Sr. No. Name of the statute Period to which Amount (`)
the amount relates
1 Income Tax Act Assessment Year 2012- 2,358,110
2013
(c) 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 has been
transferred to such fund within time.
(viii) According to the records of the Company, the Company has no
accumulated losses at the end of the financial year. The Company has
incurred a cash profit during the financial year and in the immediately
preceding financial year.
(ix) Based on our audit procedures and according to the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks or financial
institutions.
(x) Based on our examination of the records, the Company has not given
any guarantee for loans taken by others from banks or financial
institutions.
(xi) The Company has not taken any term loans during the year.
(xii) To the best of our knowledge, and according to the information
and explanations to us, no material fraud on or by the Company has been
noticed or reported during the year.
For RAHUL GAUTAM DIVAN & ASSOCIATES
Chartered Accountants
(Firm's Registration Number: 120294W)
GAUTAM DIVAN
Place : Mumbai Partner
Date : 27 May 2015 Membership Number: 006457
Mar 31, 2014
We have audited the accompanying financial statements of Transwarranty
Finance Limited ("the Company") which comprise the Balance Sheet as at
31 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.
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 sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. 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 misstatement.
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 controls 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2014;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) 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 Non Banking Financial Companies Auditors (Reserve
Bank ) Directions, 1998 we further state that:
a. The Company, incorporated prior to 9 January 1997 has applied for
registration as provided in Section 56 IA of the Reserve Bank of India
Act, 1934 (2 of 1934) and the Company has been granted certificate of
registration dated 6 August, 1998 from the Reserve Bank as a NBFC;
b. The Board of Directors of the Company has passed a resolution for
non acceptance of any public deposits;
c. The company has not accepted any public deposits during the year
under reference; and
d. The company has complied with prudential norms relating to the
income recognition, accounting standards, asset classification and
provision of bad and doubtful debts as applicable to it.
2. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government
of India in terms of sub-section (4A) of section 227 of the Act, we
give in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the Order.
3. 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;
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;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13th September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
and
e. on the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Annexure referred to
in paragraph 2 under the heading of ''Report on Other Legal and
Regulatory Requirements'' of our report of even date)
i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the assets have been physically verified by the management at
the end of the year and, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
ii) The Company had no inventory during the year. Since the Company has
no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not
applicable.
iii) a) The Company has granted unsecured loans and deposits to
companies covered under section 301 of the Companies
Act, 1956 during the year. The maximum amount during the year was Rs.
200,860,718 and the year end balance of the loans granted is Rs.
50,389,265 .
b) In our opinion the rate of interest and other terms and conditions
of said unsecured loans were not, prima facie, prejudicial to the
interest of the Company. However no interest was received on the said
unsecured loans during the year.
c) As informed to us, the Company was regular in receiving the
principal amount as per the terms and conditions of the agreement.
d) As informed to us, there is no overdue amount of loans granted by
the Company.
e) The Company has taken unsecured loan from companies covered under
section 301 of the Companies Act, 1956. The year end balance of the
loans taken is Rs. 1,490,246.
f) In our opinion the rate of interest and other terms and conditions
of said unsecured loans were not, prima facie, prejudicial to the
interest of the Company.
g) As informed to us, the Company was regular in paying the principal
amount as per the terms and conditions of the agreement.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems in these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions that need to be
entered in the register maintained under section 301 of the Companies
Act, 1956 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 in the register maintained under
section 301 of the Companies Act, 1956 have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
(vi) In our opinion and according to the information and explanations
given to us the Company has not accepted deposits from the public.
(vii) In our opinion and according to the information and explanation
given to us, the Company has an internal audit system commensurate with
the size and nature of its business.
(viii) The maintenance'' of cost records have not been prescribed by
the Central Government under section 209(l)(d) of the Companies Act,
1956 for the year under report.
(ix) (a) According to the records of the Company and information and
explanations given to us, the Company has been
regularly depositing with the appropriate authorities undisputed
statutory dues including Provident Fund, Employee State Insurance,
Income tax, Sales tax, Wealth tax, Service tax, Customs Duty Excise
Duty, Cess and any other statutory dues applicable to it. There are no
undisputed statutory dues as referred to above as at 31 March 2014
outstanding for a period of more than six months from the date they
become payable.
(b) According to the information and explanation given to us and the
records of the Company examined by us, there are no disputed amounts of
taxes which have not been deposited with the authorities as at 31 March
2014.
(x) According to the records of the Company, the Company has no
accumulated losses at the end of the financial year. The Company has
not incurred a cash loss during the financial year. However, cash loss
was incurred in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institutions, banks or debenture holders.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that since
the Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
it is not required to maintain records in respect thereof.
(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society
to which the provisions of special statue relating to chit fund are
applicable. Accordingly paragraph 4(xiii) of the Order is not
applicable.
(xiv) In respect of shares, securities etc. held as investments by the
Company, proper records have been maintained of the transactions and
contracts and timely entries have been made by the Company therein and
the said investments have been held by the Company in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company had given
guarantees for loans taken by its subsidiary company and others from
banks were not prejudicial to the interest of the Company. The
outstanding guarantees at the end of the year were Rs. 70,600,000 which
are shown as a contingent liability.
(xvi) In our opinion, the term loans have been applied for the purpose
for which they were raised.
(xvii) According to the information and explanations given to us and an
overall examination of the Balance Sheet and Cash Flows of the Company
as at 31 March 2014, we report that funds raised on short term basis
have not been used for long term investment.
(xviii) During the year, the Company has not made preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
paragraph 4(xviii) of the Order is not applicable.
(xix) The Company has not issued any debentures during the year ended
31 March 2014. Accordingly, paragraph 4(xix) of the Order is not
applicable.
(xx) During the year ended 31 March 2014, the Company has not raised
money by way of public issue. Accordingly, paragraph 4(xx) of the Order
is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our audit
for the year ended 31 March 2014.
For RAHUL GAUTAM DIVAN & ASSOCIATES
Chartered Accountants
(Firm''s Registration Number: 120294W)
RAHUL DIVAN
Place : Mumbai Partner
Date : 26 May 2014 Membership Number: 100733
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Transwarranty
Finance Limited ("the Company") which comprise the Balance Sheet as at
31 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.
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 sub-section (3C) of section 211
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 misstatement.
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 controls 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:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2013;
(ii) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(iii) 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 Non Banking Financial Companies Auditors
(Reserve Bank ) Directions, 1998 we further state that:
a. The Company, incorporated prior to 9 January 1997 has applied for
registration as provided in Section 56 IA of the Reserve Bank of India
Act, 1934 (2 of 1934) and the Company has been granted certificate of
registration dated 6 August, 1998 from the Reserve Bank as a NBFC;
b. The Board of Directors of the Company has passed a resolution for
non acceptance of any public deposits;
c. The company has not accepted any public deposits during the year
under reference; and
d. The company has complied with prudential norms relating to the
income recognition, accounting standards, asset classification and
provision of bad and doubtful debts as applicable to it.
2. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
3. 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;
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;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956; and
e. on the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Annexure referred to in paragraph 2 under the heading of ''Report on
Other Legal and Regulatory Requirements'' of our report of even date)
i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the assets have been physically verified by the management at
the end of the year and, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
ii) The Company had no inventory during the year. Since the Company has
no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not
applicable.
iii) a) The Company has granted unsecured loans and deposits to
companies covered under section 301 of the Companies Act, 1956 during
the year. The maximum amount during the year was Rs. 121,824,142 and
the year end balance of the loans granted is Rs. 121,824,142.
b) In our opinion the rate of interest and other terms and conditions
of said unsecured loans were not, prima facie, prejudicial to the
interest of the Company.
c) As informed to us, the Company was regular in receiving the
principal amount as per the terms and conditions of the agreement.
d) As informed to us, there is no overdue amount of loans granted by
the Company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems in these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 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 in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us the Company has not accepted deposits from the public.
(vii) In our opinion and according to the information and explanation
given to us, the Company has an internal audit system commensurate with
the size and nature of its business.
(viii) The maintenance of cost records have not been prescribed by the
Central Government under section 209(l)(d) of the Companies Act, 1956
for the year under report.
(ix) (a) According to the records of the Company and information and
explanations given to us, the Company has been regularly depositing
with the appropriate authorities undisputed statutory dues including
Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth
tax, Service tax, Customs Duty, Excise Duty, Cess and any other
statutory dues applicable to it. There are no undisputed statutory dues
as referred to above as at 31 March 2013 outstanding for a period of
more than six months from the date they become payable.
(b) According to the information and explanation given to us and the
records of the Company examined by us, there are no disputed amounts of
taxes which have not been deposited with the authorities as at 31 March
2013.
(x) According to the records of the Company, the Company has no
accumulated losses at the end of the financial year. The Company has
incurred a cash loss during the financial year. No cash loss was
incurred in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institutions, banks or debenture holders.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that since
the Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
it is not required to maintain records in respect thereof.
(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society
to which the provisions of special statue relating to chit fund are
applicable. Accordingly paragraph 4(xiii) of the Order is not
applicable.
(xiv) In respect of shares, securities etc. held as investments by the
Company, proper records have been maintained of the transactions and
contracts and timely entries have been made by the Company therein and
the said investments have been held by the Company in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the Company had given
guarantees for loans taken by its subsidiary company and others from
banks were not prejudicial to the interest of the Company. The
outstanding guarantees at the end of the year were Rs. 84.5 million
which sare shown as a contingent liability.
(xvi) In our opinion, the term loans have been applied for the purpose
for which they were raised.
(xvii) According to the information and explanations given to us and an
overall examination of the Balance Sheet and Cash Flows of the Company
as at 31 March 2013, we report that funds raised on short term basis
have not been used for long term investment.
(xviii) During the year, the Company has not made preferential
allotment of shares to parties and companies covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
paragraph 4(xviii) of the Order is not applicable.
(xix) The Company has not issued any debentures during the year ended
31 March 2013. Accordingly, paragraph 4(xix) of the Order is not
applicable.
(xx) During the year ended 31 March 2013, the Company has not raised
money by way of public issue. Accordingly, paragraph 4(xx) of the Order
is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our audit
for the year ended 31 March 2013.
For RAHUL GAUTAM DIVAN & ASSOCIATES
Chartered Accountants
(Firm''s Registration Number: 120294W)
Sd/-
RAHUL DIVAN
Place : Mumbai Partner
Date : 20 May, 2013 Membership Number: 100733
Mar 31, 2012
1. We have audited the attached Balance Sheet of Transwarranty Finance
Limited as on 31 March 2012, the Statement of Profit and Loss and also
the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these statements based on our audit.
2. We conducted our audit in accordance with the 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 misstatement. 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, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said order.
4. 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 purposes 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 those
books;
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;
iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 to the extent applicable;
v) On the basis of representations received from the directors as on 31
March, 2012 and taken on record by the Board of Directors, we report
that none of the Directors is disqualified as on 31 March 2012 from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 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 together with the notes
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 the Balance Sheet, of the state of affairs of the
Company as at 31 March 2012;
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 Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO AUDITOR'S REPORT
(Annexure referred to in paragraph 3 of the Auditors' Report of even
date to the Members of Transwarranty Finance Limited on the accounts
for the year ended 31 March 2012)
i) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the assets have been physically verified by the management at
the end of the year and, in our opinion, is reasonable having regard to
the size of the company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
ii) The company had no inventory during the year. Since the company has
no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not
applicable.
iii) a) The company has granted interest-free unsecured loans and
deposits to subsidiary companies and others covered under Section 301
of the Companies Act, 1956 during the year. The maximum balance during
the year was Rs. 120.06 million and the year end balance of the loans
granted is Rs. 101.88 million.
b) In our opinion the rate of interest and other terms and conditions
of said interest- free unsecured loans were not, prima facie,
prejudicial to the interest of the company.
c) The company was regular in receiving the principal amount as per the
terms and conditions of the agreement,
d) There is no overdue amount of loans granted by the company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of fixed assets and sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems in these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 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 in the register maintained under Section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us the company has not accepted deposits from the public.
(vii) In our opinion and according to the information and explanation
given to us, the company has an internal audit system commensurate with
the size and nature of its business.
(viii) The maintenance of cost records have not been prescribed by the
Central Government under section 209(l)(d) of the Companies Act, 1956
for the year under report.
(ix) (a) According to the records of the Company and information and
explanations given to us, the Company has been regularly depositing
with the appropriate authorities undisputed statutory dues including
Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth
tax, Service tax, Customs Duty Excise Duty, Cess and any other
statutory dues applicable to it. There are no undisputed statutory dues
as referred to above as at 31 March 2012 outstanding for a period of
more than six months from the date they become payable
(b) According to the records of the Company and information and
explanations given to us, the disputed amounts of taxes have not been
deposited with the authorities as at 31 March 2012 as per details given
below:
Nature of Nature of Amount Period to Forum where the
Statue dues (Million) which dispute is
amount pending
relates
The Income
tax Tax Demand 4.59 A.Y. 2008-09
and First appellate
authority
Act, 1961 A.Y 2009-10 (Income Tax)
(x) In our opinion the company has no accumulated losses at the end of
the financial year. The company has not incurred a cash loss during the
financial year. No cash loss was incurred in the immediately preceding
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to a
financial institutions, banks or debenture holders.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that since
the company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
it is not required to maintain records in respect thereof.
(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society
to which the provisions of special statue relating to chit fund are
applicable. Accordingly paragraph 4(xiii) of the Order is not
applicable.
(xiv) In respect of shares, securities etc. held as investments by the
company, proper records have been maintained of the transactions and
contracts and timely entries have been made by the company therein and
the said investments have been held by the company in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company had given
guarantees for loans taken by its subsidiary company and others from
banks were not prejudicial to the interest of the company. The
outstanding guarantees at the end of the year were Rs. 140 million
which are shown as an contingent liabilities.
(xvi) In our opinion, the term loans, if any, have been applied for the
purpose for which they were raised.
(xvii) According to the information and explanations given to us and an
overall examination of the Balance Sheet and Cash Flows of the company
as at 31 March 2012, we report that funds raised on short term basis
have not been used for long term investment.
(xviii) During the year, the Company has not made preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956. Accordingly,
paragraph 4(xviii) of the Order is not applicable.
(xix) The Company has not issued any debentures during the year ended
31 March 2012. Accordingly, paragraph 4(xix) of the Order is not
applicable.
(xx) During the year ended 31 March 2012, the Company has not raised
money by way of public issue. Accordingly, paragraph 4(xx) of the Order
is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our audit
for the year ended 31 March 2012.
For and on behalf of
Rahul Gautam Divan & Associates
Chartered Accountants
(ICAI Reg. No. 120294W)
Gautam Divan
Place : Mumbai Partner
Date : 18 May, 2012 Membership No: 006457
Mar 31, 2011
1. We have audited the attached Balance Sheet of Transwarranty
Finance Limited as on 31 March 2011, the Profit and Loss Account and
also the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these statements based on our audit.
2. We conducted our audit in accordance with the 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 misstatement. 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 Non Banking Financial Companies Auditors
(Reserve Bank ) Directions, 1998 we further state that:
i) The Company, incorporated prior to 9 January 1997 has applied for
registration as provided in Section 56 IA of the Reserve Bank of India
Act, 1934 (2 of 1934) and the Company has been granted certificate of
registration dated 6 August, 1998 from the Reserve Bank as a NBFC;
ii) The Board of Directors of the Company has passed a resolution for
non acceptance of any public deposits;
iii) The company has not accepted any public deposits during the year
under reference; and
iv) The company has complied with prudential norms relating to the
income recognition, accounting standards, asset classification and
provision of bad and doubtful debts as applicable to it.
4. 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, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said order.
5. Further to our comments in the Annexure referred to in Paragraph 4
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 purposes of our
audit;
ii) In our opinion proper books of account as required bv law have been
kept by the Company so far as appears from our examination of those
books;
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;
iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 to the extent applicable;
v) On the basis of representations received from the directors as on 31
March, 2011 and taken on record bv the Board of Directors, we report
that none of the Directors is disqualified as on 31 March 2011 from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 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 together with the notes
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 the Balance Sheet, of the state of affairs of the
Company as at 31 March 2011;
b) in the case of the Profit and Loss Account, of the profit 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 AUDITOR'S REPORT
(Annexure referred to in paragraph 4 of the Auditors' Report of even
date to the Members of Transwarranty Finance Limited on the accounts
for the year ended 31 March 2011)
i) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) All the assets have been physically verified by the management at
the end of the year and, in our opinion, is reasonable having regard to
the size of the company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
ii) The company had no inventory during the year. Since the company has
no inventory, clauses 4 (ii) (a), (b) & (c) of the Order are not
applicable.
iii) a) The company has granted interest-free unsecured loans and
deposits to subsidiary companies and others covered under Section 301
of the Companies Act, 1956 during the year. The maximum balance during
the year was Rs. 63.13 million and the year end balance of the loans
granted is Rs. 58.08 million.
b) In our opinion the rate of interest and other terms and conditions
of said interest-free unsecured loans were not, prima facie,
prejudicial to the interest of the company.
c) The company was regular in receiving the principal amount as per the
terms and conditions of the agreement.
d) There is no overdue amount of loans granted by the company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of fixed assets and sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems in these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 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 in the register maintained under Section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us the company has not accepted deposits from the public.
(vii) In our opinion and according to the information and explanation
given to us, the company has an internal audit system commensurate with
the size and nature of its business.
(viii) The maintenance of cost records have not been prescribed by the
Central Government under section 209(l)(d) of the Companies Act, 1956
for the year under report.
(ix) (a) According to the records of the Company and information and
explanations given to us, the Company has been regularly depositing
with the appropriate authorities undisputed statutory dues including
Provident Fund, Employee State Insurance, Income tax, Sales tax, Wealth
tax, Service tax, Customs Duty Excise Duty, Cess and any other
statutory dues applicable to it. There are no undisputed statutory dues
as referred to above as at 31 March 2011 outstanding for a period of
more than six months from the date they become payable
(b) According to the records of the Company and information and
explanations given to us, the disputed amounts of taxes have not been
deposited with the authorities as at 31 March 2011 as per details given
below:
Nature of Nature of Amount Period to Forum where the
Statue dues (Rs. which amount dispute is
million) relate pending
The Income Tax 1.16 A.Y. 2008-09 First appellate
tax Act, Demand authority
1961 (Income Tax)
(x) In our opinion the company has no accumulated losses at the end of
the financial year. The company has not incurred a cash loss during the
financial year. No cash loss was incurred in the immediately preceding
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to a
financial institutions, banks or debenture holders.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that since
the company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
it is not required to maintain records in respect thereof.
(xiii) The Company is not a chit fund/ nidhi/ mutual benefit
fund/society to which the provisions of special statue relating to chit
fund are applicable. Accordingly paragraph 4(xiii) of the Order is not
applicable.
(xiv) In respect of shares, securities etc. held as investments by the
company, proper records have been maintained of the transactions and
contracts and timely entries have been made by the company therein and
the said investments have been held by the company in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company had given
guarantees for loans taken by its subsidiary company and others from
banks were not prejudicial to the interest of the company. The
outstanding guarantees at the end of the year were Rs. 203.80 million
which are shown as an contingent liabilities.
(xvi) In our opinion, the term loans, if any, have been applied for the
purpose for which they were raised.
(xvii) According to the information and explanations given to us and an
overall examination of the Balance Sheet and Cash Flows of the company
as at 31 March 2011, we report that funds raised on short term basis
have not been used for long term investment.
(xviii) During the year, the Company has not made preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956. Accordingly,
paragraph 4(xviii) of the Order is not applicable.
(xix) The Company has not issued any debentures during the year ended
31 March 2011. Accordingly, paragraph 4(xix) of the Order is not
applicable.
(xx) During the year ended 31 March 2011, the Company has not raised
money by way of public issue. Accordingly, paragraph 4(xx) of the Order
is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our audit
for the year ended 31 March 2011.
For and on behalf of
Rahul Gautam Divan & Associates
Chartered Accountants
(ICAI Reg. No. 120294W)
Rahul Divan
Partner
Membership No: 100733
Place : Mumbai
Date : 25 May 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of transwarranty Finance
limited as on 31 March 2010, the profit and loss Account and also the
Cash Flow Statement for the year ended on that date annexed thereto.
these financial statements are the responsibility of the Companys
Management. our responsibility is to express an opinion on these
statements based on our audit.
2. We conducted our audit in accordance with the 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 misstatement. 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 Non Banking Financial Companies Auditors
(Reserve Bank ) Directions, 1998 we further state that:
i) the Company , incorporated prior to 9 January 1997 has applied for
registration as provided in Section 56 IA of the Reserve Bank of India
Act, 1934 (2 of 1934) and the Company has been granted certificate of
registration dated 6 August, 1998 from the Reserve Bank as a NBFC;
ii) the Board of Directors of the Company has passed a resolution for
non acceptance of any public deposits;
iii) the company has not accepted any public deposits during the year
under reference; and
iv) the company has complied with prudential norms relating to the
income recognition, accounting standards, asset classification and
provision of bad and doubtful debts as applicable to it.
4. 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, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said order.
5. Further to our comments in the Annexure referred to in paragraph 4
above, we report that the Company:
i) Without qualifying our opinion, we draw your attention to note 5 of
Schedule l to the financial statements wherein the Company has fled a
Scheme of Amalgamation with the Honble High Court of
Bombay on 26 April 2010, with an effective date from 1 April 2009. the
Scheme of Amalgamation is still in process and since the final approval
of the Honble High Court of Bombay is awaited, the Amalgamation has
not been accounted for in the financial statements for the year ended
31 March 2010.
ii) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
iii) 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;
iv) the Balance Sheet, profit and loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
v) In our opinion, the Balance Sheet, profit and loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 to the extent applicable;
vi) on the basis of representations received from the directors as on
31 March, 2010 and taken on record by the Board of Directors, we report
that none of the Directors is disqualifIed as on 31 March 2010 from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956;
vii) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts together with the notes
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 the Balance Sheet, of the state of affairs of the
Company as at 31 March 2010;
b) in the case of the profit and loss Account, of the loss 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
(Annexure referred to in paragraph 4 of the Auditors Report of even
date to the Members of transwarranty Finance limited on the accounts
for the year ended 31 March 2010)
i) (a) the company has maintained proper records
showing full particulars including quantitative details and situation
of fixed assets.
(b) All the assets have been physically verified by the management at
the end of the year and, in our opinion, is reasonable having regard to
the size of the company and the nature of its assets. no material
discrepancies were noticed on such verification.
(c) there was no substantial disposal of fixed assets during the year.
ii) the company had no inventory during the year. Since the company has
no inventory, clauses 4 (ii) (a), (b) & (c) of the order are not
applicable.
iii) a) the company has granted interest-free unsecured loans and
deposits to subsidiary companies and others covered under Section 301
of the Companies Act, 1956 during the year. the maximum amount granted
during the year was Rs. 54,404,930/- and the year end balance of the
loans granted is Rs. 45,743,755/-.
b) In our opinion the rate of interest and other terms and conditions
of said interest- free unsecured loans were not, prima facie,
prejudicial to the interest of the company.
c) the company was regular in receiving the principal amount as per the
terms and conditions of the agreement.
d) there is no overdue amount of loans granted by the company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchase of fixed assets and sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems in these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the transactions that need to be entered in the
register maintained under section 301 of the Companies Act, 1956 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 in the register maintained under Section
301 of the Companies Act, 1956 have been made at prices which are
reasonable having regard to prevailing market prices at the relevant
time.
(vi) In our opinion and according to the information and explanations
given to us the company has not accepted deposits from the public.
vii) In our opinion and according to the information and explanation
given to us, the company has an internal audit system commensurate with
the size and nature of its business.
(viii) the maintenance of cost records have not been prescribed by the
Central Government under section 209(1)(d) of the Companies Act, 1956
for the year under report.
(ix) (a) According to the records of the Company and information and
explanations given to us, the Company has been regularly depositing
with the appropriate authorities undisputed statutory dues including
provident Fund, employee State Insurance, Income tax, Sales tax, Wealth
tax, Service tax, Customs Duty excise Duty, Cess and any other
statutory dues applicable to it. there are no undisputed statutory dues
as referred to above as at 31 March 2010 outstanding for a period of
more than six months from the date they become payable
(b) According to the records of the Company and information and
explanations given to us, there are no dues of provident Fund, employee
State Insurance, Income tax, Sales tax, Wealth tax, Service tax,
Customs Duty, excise Duty or Cess, which have not been deposited on
account of disputes.
(x) In our opinion the company has no accumulated losses at the end of
the financial year. the company has incurred a cash loss during the
financial year. no cash loss was incurred in the immediately preceding
financial year.
(xi) In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to a
financial institutions, banks or debenture holders.
(xii) Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that since
the company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
it is not required to maintain records in respect thereof.
(xiii) the Company is not a chit fund/nidhi/mutual benefit fund/society
to which the provisions of special statue relating to chit fund are
applicable. Accordingly paragraph 4(xiii) of the order is not
applicable.
(xiv) In respect of shares, securities etc. held as investments by the
company, proper records have been maintained of the transactions and
contracts and timely entries have been made by the company therein and
the said investments have been held by the company in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions on which the company had given
guarantees for loans taken by its subsidiary company and others from
banks were not prejudicial to the interest of the company. the
outstanding guarantees at the end of the year were Rs. 68,799,162/-
which are shown as a contingent liabilities.
(xvi) In our opinion, the term loans have been applied for the purpose
for which they were raised.
(xvii) According to the information and explanations given to us and an
overall examination of the Balance Sheet and cash flows of the company
as at 31 March 2010, we report that funds raised on short term basis
have not been used for long term investment.
(xviii) During the year, the Company has not made preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956. Accordingly,
paragraph 4(xviii)
of the order is not applicable.
(xix) the Company has not issued any debentures during the year ended
31 March 2010. Accordingly, paragraph 4(xix) of the order is not
applicable.
(xx) During the year ended 31 March 2010, the Company has not raised
money by way of public issue. Accordingly, paragraph 4(xx) of the order
is not applicable.
(xxi) Based on the audit procedures performed and information and
explanations given by the management, we report that no fraud on or by
the Company has been noticed or reported during the course of our audit
for the year ended 31 March 2010.
For and on behalf of
Rahul Gautam Divan & Associates
Chartered Accountants
(ICAI Reg. no. 120294W)
Sd/-
Rahul Divan
Place: Mumbai Partner
Date: 28 May 2010 Membership no: 100733