Home  »  Company  »  TRF Ltd  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of TRF Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of TRF LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significantaccounting 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 fraudor error.

Auditors'Responsibility

Our responsibilityis 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates madebytheCompany'sDirectors,aswell 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 loss and its cash flows for the year ended on that date.

Emphasis of Matter

(i) We draw attention to Note No. 2.10 (ii) of the standalone financial statements, with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the management based on current technical data, forecast and estimate of net expenditure to be incurred in future based on current cost.

Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts. Further, contract costs have been estimated by management with use of external project consulting experts and on the basis of purchase orders or future firm commitments which Management has confirmed are enforceable overthe period of the contracts.

(ii) We draw attention to footnote under Note No. 17 with respect to retention moneys receivable Rs. 27,639.92 lac as at March 31, 2015 which are realisable on the completion of the performance guarantee tests as per the terms of the contract.

(iii) We draw attention to Note No. 28.12 which states that the accompanying financial statements for the year ended March 31, 2015 have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses, has accumulated losses of Rs. 16,940.22 lacs, and excess of net current liabilities of Rs. 5,798.88 lacs over current assets as of March 31, 2015. The Company continuing as going concern is dependent on the Company's ability to successfully complete existing contracts and generate cash flows from operations including realisation of retention receivable to be able to meet its obligations as and when they arise in the twelve month period from the date of these financial statements.

Our report is not modified on the above 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 in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified inparagraphs3 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 bylaw 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 the 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 7of the Companies (Accounts) Rules, 2014.

e) The going concern matter described in sub-paragraph (iii) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 28.01 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note No. 8 to the financial statements;

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 AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the management in accordance with a regular program of verification of fixed assets over a period of three years which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. Further in our opinion and according to the information and explanations given to us, having regard to the nature of inventory of contracts in progress, the procedures of physical verification by way of site visits by the Management and certification of extent of work completion by competent persons, are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to companies,firmsorother parties covered by the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) In our opinion and according to the information and explanations given to us,the Central Government has not specified the maintenance of cost records under subsection (1) of Section 148 of the Companies Act, 2013 for the products and services of the Company.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income- Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to one location and in respect of this location, where contributions have been deducted/ accrued in the books of account by the Company, these have been regularly deposited during the year with the appropriate authorities. We are also informed that in respect of certain locations application for exemptions from operation of Employees State Insurance Act, 1948 that was made has been rejected by the Department of Labour, Government of Jharkhand. The Company has filed an appeal with the High Court of Jharkhand at Ranchiagainst the demand order.

(b) There were no undisputed amounts payable inrespect of Provident Fund,Income-Tax, SalesTax,WealthTax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable except for Sales Tax Rs 10.53 lacs which has since been paid.

(c) Details of dues Of Income-Tax, Sales Tax, Service Tax, Excise Duty, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on accountof disputes are given below:

Statute Nature of Forum where dispute is pending Dues

Income-Tax Laws Income Tax Appellate Authority-Tribunal Level

Appellate Authority-Commissioner (Appeals)

Sales Tax Laws Sales Tax Appellate Authority-Tribunal Level

Appellate Authority-Commissioner (Appeal)

Appellate Authority-Joint Commissioner (Appeal)

Appellate Authority- Deputy Commissioner (Appeal)

Appellate Authority-Asst. Commissioner (Appeal)

Service Tax Service Tax Authority-Tribunal Level Laws Appellate Authority-Commissioner (Appeal)

Appellate Authority-Additional Commissioner

Statute Period to which Amount the amount Involved relates (Rs. In Lacs)

Income-Tax Laws 2007-09 2,202.42

2005-06 to 2012-13 939.32

Sales Tax Laws 2008-09 & 2010-11 9,671.57

2007-08 & 2010-11 5,162.46

2006-07 ,2009-10, 2010-11 & 2011-12 5,159.71

2005-06 2,220.01

1996-99 70.21

Service Tax 2005-12 1,292.26 Laws 2002-07 19.70

2003-05 98.69

(d) The Company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordancewiththerelevantprovisionsoftheCompaniesAct,1956(1 of1956)andRulesmadethereunderwithintime.

(viii) The accumulated losses of the Company at the end of the financial year are not less than fifty percent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses in the immediately preceding financial year.

(ix) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. The Company has not issued any debentures.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interests of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm's Registration No. 302009E)

Abhijit Bandyopadhyay (Partner) (Membership No. 054785)

Kolkata, August 14,2015


Mar 31, 2014

We have audited the accompanying financial statements of TRF LIMITED ("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 the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. 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 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid 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 loss of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Emphasis of Matter

We draw attention to Note No.2.10 (ii) of the financial statements, with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the management based on current technical data, forecast and estimate of net expenditure to be incurred in future. Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts.

Our report is not qualified in respect of this matter.

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 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 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) "Having regard to the nature of the Company''s business / activities / results during the year, clauses (xiii) and (xiv) of paragraph 4 of the Order are not applicable to the Company."

(ii) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain assets have been verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion; do not constitute a substantial part of the fixed assets of the Company.

(iii) (a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business. Further in our opinion and according to the information and explanations given to us, having regard to the nature of inventory of contracts in progress, the procedures of physical verification by way of site visits by the Management and certification of extent of work completion by competent persons, are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has neither granted not taken any loans secured or unsecured to/from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, and having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in section 301 that needed to be entered in the register maintained under the said section have been so entered.

(b) Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, having regard to our comment in paragraph (v) above, the transactions have been made at prices which are prima facie reasonable in respect to the prevailing market prices at the relevant time.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year by an external agency appointed by the management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to certain locations only and in respect of such locations, where contributions have been deducted/ accrued in the books of account by the Company, these have been regularly deposited during the year with the appropriate authorities. We are also informed that application seeking exemption from the provisionsof Employees State Insurance Act, 1948has been rejected for the calendar year 2001-2011 vide letter no 93 dated January 18, 2012. The Company has filed an appeal with the High court of Jharkhand. In the absence of any demand, the amount is not quantifiable.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Service Tax and Excise Duty which have not been deposited as on March 31, 2014 on account of disputes are given below:

Statute Nature of Forum where dispute is pending Period to which Amount Dues the amount Involved relates (Rs. In Lakhs)

Income-Tax Laws Income Tax Appellate Authority- Tribunal Level 1991-96 and 801.21 2005-07

Appellate Authority- Commissioner (Appeal) 2007-11 895.26

Sales Tax Laws Sales Tax Appellate Authority- Tribunal Level 2006-07 73.63

Appellate Authority- Commissioner (Appeal) 2006-11 1,540.07

Appellate Authority- Joint Commissioner 2005-11 18,968.19 (Appeal)

Appellate Authority- Deputy Commissioner 2005-06 8.88 (Appeal)

Appellate Authority- Asst. Commissioner 1996-99 70.21 (Appeal)

Service Tax Laws Service Tax Appellate Authority- Tribunal Level 2002-12 875.26

Appellate Authority- Additional Commissioner 2003-05 98.69

Appellate Authority- Joint Commissioner 2002-07 19.69

Excise Duty Laws Excise Duty Appellate Authority- Asst. Commissioner 1992-93 10.17 (Appeal)

There are no dues of Wealth Tax, Customs Duty and Cess which have not been deposited as on March 31, 2014 on account of any dispute.

(xi) The accumulated losses of the Company at the end of the financial year did not exceed fifty percent of its net worth and the Company has not incurred cash losses during the current financial year covered by our audit. However, the Company had incurred cash losses in the immediately preceding financial year.

(xii) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debentures issued by the Company.

(xiii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xvi) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvii) 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 during the year.

(xviii) The Company has not issued any debentures during the year.

(xix) The Company has not raised funds by way of public issue during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm''s Registration No. 302009E)

Abhijit Bandyopadhyay

(Partner)

(Membership No. 054785)

Kolkata, 02 May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TRF LIMITED ("the Company"), which comprise the Balance Sheet as at 31a March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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") and in accordance with the accounting principles generally accepted in India. 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 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the 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 aforesaid 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 loss of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Emphasis of Matter

We draw attention to Note No.1 (j), with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the management based on current technical data, forecast and estimate of net expenditure to be incurred in future. Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts.

Our report is not qualified in this regard.

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 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 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business, clauses (vi), (xiii) and (xiv) of CARO are not applicable.

(ii) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the management in accordance with a regular program of verification of fixed assets over a period of three years and in accordance therewith, Furniture and Fixtures, Office equipment and Laboratory equipment have been verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company.

(iii) (a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business. Further in our opinion and according to the information and explanations given to us, having regard to the nature of inventory of contracts in progress, the procedures of physical verification by way of site visits by the Management and certification of extent of work completion by competent persons, are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act,

1956.

(b) According to the information and explanations given to us, the Company has granted loans aggregating Rs. 1,014.30 lakhs to its wholly owned subsidiary during the year. As at 31st March, 2013, the outstanding balances of such loans aggregated Rs. 8,456.21 lakhs (including interest accrued Rs. 627.64 lakhs) and the maximum amount involved during the year was Rs. 8,456.21 lakhs. The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(v) In our opinion and according to the information and explanations given to us, and having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act,

1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in section 301 that needed to be entered in the register maintained under the said section have been so entered.

(b) Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, having regard to our comment in paragraph (v) above, the transactions have been made at prices which are prima facie reasonable in respect to the prevailing market prices at the relevant time.

(vii) In our opinion, the internal audit functions carried out during the year by an external agency appointed by the management have been commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the _ opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to certain locations only and in respect of such locations, where contributions have been deducted / accrued in the books of account by the Company, these have been regularly deposited during the year with the appropriate authorities. We are also informed that in respect of certain locations application for exemptions from operation of Employees State Insurance Act, 1948 has been made, which are pending approval by the authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education And Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

(x) The accumulated losses of the Company at the end of the financial year did not exceed fifty percent of its net worth (determined before adjusting for accumulated losses) and the Company has not incurred cash losses during the previous financial year. However, the Company has incurred cash losses during the current financial year.

(xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debentures issued by the Company.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

(xiii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

(xvi) 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 during the year

(xvii) The Company has not issued any debentures during the year.

(xviii) The Company has not raised funds by way of public issue during the year.

(xix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

Registration No. 302009E

R. A. BANGA

(Partner)

Kolkata, 14thMay, 2013 Membership No. 37915


Mar 31, 2012

1. We have audited the attached Balance Sheet of TRF Limited ("the Company"), as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. 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 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 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 the 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 (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give 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 it appears from our examination of those books ;

(iii) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(v) in our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 March 31, 2012;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's business, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the management in accordance with a regular program of verification of fixed assets over a period of three years and in accordance therewith Plant and Machinery and Computer Software have been verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company.

(iii) (a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) I n our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has granted interest free loans aggregating Rs. 5,687.79 lakhs to its wholly owned foreign subsidiary during the year. As at March 31, 2012, the outstanding balances of such loans aggregated Rs. 6,340.35 lakhs and the maximum amount involved during the year was Rs. 6,340.35 lakhs. The loans being given to a wholly owned foreign subsidiary, in our opinion, the terms and conditions of the loan are not prejudicial to the interest of the Company.

(v) In our opinion and according to the information and explanations given to us, and having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(vi) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in section 301 that needed to be entered in the register maintained under the said section have been so entered.

(b) Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable to the Company.

(viii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the management has been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory and other dues:

(a) The Company has generally been regular in depositing undisputed dues, including provident fund, investor education and protection fund, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to certain locations only and in respect of such locations, where contributions have been deducted/ accrued in the books of account by the Company, these have been regularly deposited during the year with the appropriate authorities. We are also informed that in respect of certain locations application for exemptions from operation of Employees State Insurance Act, 1948 has been made, which are pending approval by the authorities.

(b) There were no undisputed amounts payable in respect of income tax, service tax, wealth tax, customs duty, excise duty and cess and other material statutory dues in arrears as at March 31, 2012 for a period of more than six months from the date they became payable except for professional tax Rs. 0.03 lakhs and tax collection at source Rs. 0.01 lakhs which has since been paid.

(c) Details of dues of income-tax, sales tax, service tax and excise duty which have not been deposited as on March 31, 2012 on account of disputes are given below:

Sl. Statute Nature of Dues Forum where dispute is Period to Amount No. pending which the Involved amount (Rs. in relates lakhs)

1. Sales Tax Works Contract Tax Asst. Commissioner Commercial Taxes, 1998-99 4.91 Tribunal at Cuttack

Local sales tax on Asst. Commissioner Commercial Taxes, 1996-97 65.30 sale in transit Ernakulum &1997-98

Non- submission of Deputy Commissioner (Appeals), Durg 2005-06 8.88 Form 29

Non- submission of Joint Commissioner Commercial Taxes, 2006-07 15.86 "C" Forms Kolkata

Non- submission of Appellate Tribunal, Ranchi 2006-07 8.81 JVAT Forms

Non- submission of Joint Commissioner Commercial Taxes 2008-09 37.13 "C" Forms (Appeal), Jamshedpur

2. Excise Duty & Wrong availment of Asst. Commissioner Central Excise 1992-1993 10.17 Service Tax Modvat Credit Custom & Service tax Levy of Service Tax CESTAT, Kolkata 2005-06 to 63.16 under the head 2006-07 commissioning and installation services' in the capacity of sub- contractor

Non-payment of Additional Commissioner, 2003-04 98.69 service tax calculated Service Tax, Kolkata &2004-05 as per segment report

Levy of service tax on Commissioner Central Excise (Appeals), 2002-03 19.70 job executed as Works Kolkata to 2006-07 Contract

3. Income Tax Disallowance of certain Income Tax Appellate Tribunal 1991-92to 1,120.04 expenses and levy of 1995-96 interest on shortfall 2005-06 & of payment of tax 2006-07 Disallowance of certain Commissioner of Income Tax 1991- 92 to 1,703.82 expenses and levy of (Appeals) 1994-95 interest on shortfall 2007-08 to of payment of tax 2010-11

According to the information and explanations given to us, there are no dues of wealth tax, customs duty, and cess as on March 31, 2012 which have not been deposited by the Company on account of any dispute.

(xi) The Company does not have accumulated losses as at March 31, 2012 and has not incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

(xii) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debentures issued by the Company.

(xiii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used for long term investments.

(xvii) 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 during the year.

(xviii) The Company has not issued any debentures during the year.

(xix) The Company has not raised funds by way of public issue during the year.

(xx) 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 significant fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For DELOITTE HASKINS & SELLS

Chartered Accountants

Registration No.302009E

R. A. BANGA

Partner

Kolkata, May 8, 2012 Membership No: 37915


Mar 31, 2011

1. We have audited the attached Balance Sheet of TRF Limited ("the Company"), as at March 31, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. 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 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 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Without qualifying our report, attention is invited to note (i) of Schedule 19 forming part of the financial statements regarding that the Company has paid Managerial Remuneration aggregating Rs. 39.33 lakhs to the Managing Director for the year which is subject to the approval of the Central Government;

4. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in paragraph 3 and 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 by law have been kept by the Company so far as it appears from our examination of those books ;

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(v) as stated in note (i) (i) of Schedule 20 for

recognizing profit on contracts, stage of completion is determined as a proportion that contract costs incurred for the work performed up to the closing date bear to the estimated total costs. Further, as stated in that note, the expected loss on contracts is recognized when it is probable that the total contract costs will exceed the total contract revenue. For this purpose, total contract costs are ascertained on the basis of contract costs incurred and cost to completion of contracts which is arrived at by the management based on current technical data, forecast and estimate of net expenditure to be incurred in future including for contingencies etc., which being technical matters have been relied on by us. Additionally, as stated in note (v) of Schedule 20 revisions in projected profit/ loss arising from change in estimate etc. are reflected during the course of work in each accounting period in which the revisions have been made; the effect of these revisions has not been disclosed separately in the accounts, as the amounts thereof cannot be accurately determined;

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and subject to our comments in paragraph 5 (v) above, 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 March 31, 2011;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

6. On the basis of the written representations received from the Directors as on March 31, 2011 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.



ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 4 of our report of even date)

(i) Having regard to the nature of the Companys business, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification of fixed assets over a period of three years and in accordance therewith Buildings and Roads and Electrical Installation have been verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties covered by the register maintained under Section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has granted interest free loans aggregating Rs. 652.56 lakhs to its wholly owned foreign subsidiary during the year. At the year-end, the outstanding balances of such loans aggregated Rs. 652.56 lakhs and the maximum amount involved during the year was Rs. 652.56 lakhs. The loan being given to a wholly owned foreign subsidiary, in our opinion, the terms and conditions of the loan are not prejudicial to the interest of the Company.

(v) In our opinion and according to the information and explanations given to us, and having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(vi) In respectof contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vii) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable to the Company

(viii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management has been commensurate with the size of the Company and the nature of its business.

(ix) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company and hence clause 4 (viii)of the CARO is not applicable to the Company.

(x) According to the information and explanations given to us in respect of statutory and other dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to certain locations only and in respect of such locations, where contributions have been deducted/ accrued in the books of account by the Company, these have been regularly deposited during the year with appropriate authorities. We are also informed that in respect of certain locations application for exemptions from operation of Employees State Insurance Act, 1948 has been made, which are pending approval by the authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Service Tax, Wealth tax, Customs Duty, Excise duty and cess and other material statutory dues in arrears as at March 31, 2011 for a period of more than six months from the date they became payable except forService Tax of Rs 2.98 lakhs which has since been paid.

(c) Details of dues of Income-tax, Sales Tax, Service Tax and Excise duty which have not been deposited as on March 31, 2011 on account of disputes are given below:

Sl. Statute Nature of Dues Forum where dispute is

No. pending

1. Sales Tax Works Contract Tax Asst. Commissioner

Commercial Taxes,

Cuttack

Tax Demand due to Change in the Sales Tax Applelate

Tribunal method of

assessment from bills Hyderabad, Andhra Pradesh

raised to collection

Local sales tax on

sale in transit Asst. Commissioner

Commercial

Taxes, Ernakulam

Non-submission of

Form 29 Deputy Commissioner

(Appeals),Durg

Non-submission of

C Forms Jt. Commissioner of

Sales Tax, Kolkata

Non Submission of

JVAT Forms Appellate Tribunal, Ranchi

Non-submission of

C Forms Jt. Commissioner of

Sales Tax, Kolkata

2 Excise duty & Wrong Availment of

Modvat Asst. commissioner Central

Service tax Credit Excise Custom &

Service tax

Demand on Bought out

materials CESTAT, Kolkata

Levy of Service tax

on job Commissioner Central

Excise executed as Works

Contract (Appeals), Kolkata

Non-payment of

service tax Addl. Commisioner,

calculated as per

segment report Service Tax Kolkata

Levy of service tax on CESTAT, Kolkata

commissioning &

installation

services as

sub-contractor

3 Income Tax Disallowance of certain

expenses Income Tax Appellate

Tribunal

and levy of interest

on shortfall of payment

of tax

Interest imposed CIT (Appeals)



Period to Amount

which the Involved

amount (Rs. in

relates Lakhs)

Salex Tax 1998-99 4.91

1996-97 7.58

2003-04 65.30

2004-05 & 20.33 2005-06

2006-07 15.86

2006-07 8.81

2007-08 516.31

Excise duty & 1992-93 10.17 Service tax 2001-02 to 955.06 2006-07

2002-03 to 19.70 2006-07 2003-04 to 98.69 2004-05

2005-06 to 63.16 2006-07

Income Tax 1998-99, 22.60

2002-03 & 2005-06

2001-02 & 2.87 2002-03

According to the information and explanations given to us, there are no dues of wealth tax, customs duty, and cess as on March 31, 2010 which have not been deposited by the Company on account of any dispute.

(xi) The Company does not have accumulated losses as at March 31, 2011 and has not incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

(xii) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debentures issued by the Company.

(xiii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities.

(xiv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xvi) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used for long term investments.

(xvii) 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 during the year.

(xiii) The Company has not issued any debentures during the year.

(xix) The Company has not raised funds by way of public issue during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

Registration No. 302009E

R. A. BANGA

Partner

Membership No. 37915

KOLKATA, May 12th, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of TRF LIMITED ("the Company"), as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. 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 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the 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 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give 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 it appears from our examination of those books;

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(v) as stated in note (i)(h) of Schedule 20 for recognising profit on contracts, the stage of completion is determined as a proportion that contract costs incurred for the work performed upto the closing date bear to the estimated total costs. Further, as stated in that note, the expected loss on contracts is recognised when it is probable that the total contract costs will exceed the total contract revenue. For this purpose, total contract costs are ascertained on the basis of contract costs incurred and cost to completion of contracts which is arrived at by the Management based on current technical data, forecast and estimate of net expenditure to be incurred in future including for contingencies etc., which being technical matters have been relied on by us. Additionally, as stated in note (v) of Schedule 20 revisions in projected profit/loss arising from change in estimate etc. are reflected during the course of work in each accounting period in which the revisions have been made; the effect of these revisions has not been disclosed separately in the accounts, as the amounts thereof cannot be accurately determined;

(vi) as stated in Note (xiii) of Schedule 19, the Company is in the process of investigating recording of costs without underlying transactions and payments made there against, if any. Quantification of the impact of such investigation is not possible at this stage.

(vii) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to our comments in paragraphs (v) and (vi) above, 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 March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from

the Directors as on March 31, 2010 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274 (1)(g) of the Companies Act, 1956; ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Companys business/activities/ transactions, etc., clauses (x), (xii), (xiii), (xiv) and (xix) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification of fixed assets over a period of three years and in accordance therewith Office Equipment, Furniture & Fixtures and Laboratory Equipments have been verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified by the Management at regular intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties covered by the register maintained under Section 301 of the Companies Act, 1956.

(v) According to the information and explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered by the register maintained under Section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, except for internal controls with regard to purchase of inventory for contracts, where the internal controls are not adequate, and having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining quotations, there is an adequate internal control system commensurate with size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system except in respect of purchase of inventory for contracts.

(vii) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

(viii) In our opinion, the Company has an internal audit system which needs to be further strengthened.

(ix) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. We are informed that the Employees State Insurance Act, 1948 is applicable to certain locations only and in respect of such locations, where contributions have been deducted/ accrued in the books of account by the Company, these have been regularly deposited during the year with appropriate authorities. We are also informed that in respect of certain locations application for exemptions from operation of Employees State Insurance Act, 1948 has been made.

(b) There were no undisputed amounts payable in respect of Income Tax, Service Tax, Wealth tax, Customs Duty, Excise duty and cess and other material statutory dues in arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax and Excise duty which have not been deposited as on March 31, 2010 on account of disputes are given below: Sl. Statute Nature of Dues Forum where dispute is Period to Amount No. pending which the Involved amount (Rs. in relates Lakhs)

1 Sales Tax Works Contract Tax Asst. Commiss ioner Comme rcial Taxes, Cuttack 1998-99 4.91

Tax Demand due to Change Sales Tax Applelate Tribunal 1996-97 7.58 in the method of assessment Hyderabad, Andhra Pradesh from bills raised to collection

Sales Tax on steel received Joint Commiss ioner Commercial at site for fabricat ion Taxes (Appeals), Gulbarga 2001-02 11.71 Local sales tax on sale in Asst. Commissioner Commercial transit Taxes, Ernakulam2003-04 65.30

Non-submission of Form 29 Deputy Commiss ioner 2004-05 & 20.33 (Appeals), Durg 2005-06

Non Payment of Entry tax Deputy Commissi oner 2005-06 11.85 (Commercial Ta xes), Hooghly

Non-submission of C Jt. Commissioner of Sales Tax, 2006-07 15.86 Forms Kolkata

2 Excise Wrong Availment of Asst. commissi oner Central 1992-93 10.17 duty & Modvat Credit Excise Custom & Service tax Service tax

Demand on Bought out CESTAT, Kolkata 2001-02 to 955.06 materials 2006-07

Levy of Service tax on job Commissioner Central 2002-03 to 19.70 executed as Works Contract Excise (Appea ls), Kolkata 2006-07

Non-payment of service tax Addl. Commis ioner, 2003-04 to 98.69 calculated as per segment report Service Tax Kolkata 2004-05 Levy of service tax on CESTAT, Kolkata 2005-06 to 63.16 commissioning & installation 2006-07 services as sub- contractor

3 Income Disallowance of certain Income Tax App ellate Tribunal 1998-99, 22.60 Tax expenses and levy of interest 2002-03 &on shortfall of payment of tax 2005-06 Interest imposed CIT (Appeals) 2001-02 &2002-03 2.87

Demand u/s 143 (3) Comissioner of Income Tax 2006-07 1,357.21 (Appeals) 2,667.00

According to the information and explanations given to us, there are no dues of wealth tax, customs duty, and cess as on March 31, 2010 which have not been deposited by the Company on account of any dispute.

(x) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. There are no debentures issued by the Company.

(xi) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interests of the Company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xiii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, funds raised on short-term basis have not been used for long term investments.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) The Company has not raised any money during the year from the public.

(xvi) To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed during the year except for the misstatement in the financial reporting having a net effect of Rs. 239.90 lakhs as disclosed in Note (xiii) on Schedule 19 which was perpetrated on the Company.

For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No. 302009E)

Saira Nainar Partner KOLKATA, 29th May, 2010 (Membership No.: 40081)

 
Subscribe now to get personal finance updates in your inbox!