Auditor Report of TCI Industries Ltd.
Mar 31, 2019
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of TCI Industries Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe financial statementsâ).
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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its loss (financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Sr. No. |
Key Audit Matter |
Auditorâs Response |
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1. |
Property, Plant and Equipment There are areas where management judgement impacts the carrying value of property, plant and equipment, intangible assets and their respective depreciation rates. These include the decision to capitalise or expense costs; the annual asset life r e v i e w ; t h e timeliness of the capitalisation of assets and the measurement and recognition criteria for assets retired from active use. |
We tested controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process, performed tests of details on costs capitalised, assessed the timeliness of the capitalisation of the assets and assessed the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of asset lives applied in the calculation of depreciation; and the useful lives of assets prescribed in Schedule II of the Act. |
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2. |
The Company is involved in various taxes and other disputes for which final outcomes cannot be easily predicted and which may or may not result in significant liabilities as the disputes are pending before authorities/ court. The assessment of the risks associated with the litigations is based on complex assumptions, which require the use of judgement and such judgement relates, primarily, to the assessment of the uncertainties connected to the prediction of the outcome of the proceedings and to the adequacy of the disclosures in the financial statements. |
Our audit approach included: - Inquiry with the concerned department/ officials regarding the status of the most significant disputes and inspection of the key relevant documents. Assessment o f assumptions used in the evaluation of potential legal and tax risks by the Company considering the legal precedence and advice received by the Company from its lawyers. - Analysis of opinion received from the experts where available. - Review of the adequacy of the disclosures in the notes to the financial statements. |
Information Other than the Financial Statements and
Auditorâs Report Thereon
The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the financial statements and our auditorâs report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Managementâs Responsibilities for the Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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.
In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 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 âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 25 of the financial statements.
ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts due which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure - A to the Independent Auditorâs Report
Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ section of our report to the members of TCI Industries Limited of even date on the financial statements for the year ended March 31, 2019, we report that:
i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.
b) The Company has a program of verification to cover all the items of fixed assets in a phased manner 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 fixed assets were physically verified by the management during the year. According to the information and explanations given to us, the discrepancies noticed have been properly dealt with in the books of accounts.
c) According to the information and explanations given to us, and on the basis of our examination of the records provided to us, we report that, the title deeds, comprising all the immovable properties which are freehold, are held in the name of the Company as at the balance sheet date. In respect of leasehold land that have been taken on lease and disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company.
ii. No inventory was held during the year. Accordingly, clause 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 not granted any loan, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, reporting under clause 3(iii) (a), (b) and (c) of the Order are not applicable.
iv. The Company has not granted any loans or made any investments, or provided any guarantee or security to parties covered under section 185 and 186 of the Act. Therefore, the provision of Clause 3(iv) of the said Order is not applicable to the Company.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits during the year and does not have any unclaimed deposits as at March 31, 2019 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the Company.
vi. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provision of Clause 3(vi) of the said Order is not applicable to the Company.
vii. a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed applicable statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, duty of custom, goods and services tax, cess and any other statutory dues to the appropriate authorities and there are no undisputed dues outstanding as on March 31, 2019 for a period of more than six months from the date they become payable.
b) In our opinion and according to the information and explanations given to us, there are no statutory dues as at the year-end which has not been deposited on account of a dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to bank. The Company has not issued any debentures and there are no loans or borrowings from financial institutions, Government.
ix. According to the information and explanations given to us, the Company has applied the term loans for the purpose for which those were obtained. During the year the Company has not raised any monies through initial public offer or further public offer (including debt instruments).
x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandate by the provisions of section 197 read with schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. The Company has made preferential allotment of shares during the year. The provisions of Section 42 of the Act have been complied with in this regard and amount has been utilized for the purpose for which it was raised. The Company has not made any private placement of shares or fully or partly paid convertible debentures during the year.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure - B to the Independent Auditorâs Report
Referred to in paragraph 2(f) under âReport on Other Legal and Regulatory Requirementsâ section of our report to the members of TCI Industries Limited of even date on the financial statements for the year ended March 31, 2019.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of TCI Industries Limited (âthe Companyâ) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Board of Directors of the Company 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. 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 respective companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the 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 internal financial controls system over financial reporting of the Company.
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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial 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, to the best of our information and according to the explanations given to us, 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 March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For V. Singhi & Associates
Chartered Accountants
Firm Registration No. 311017E
Tarun Jain
Place : Mumbai Partner
Date : May 18, 2019 Membership No.: 130109
Mar 31, 2018
INDEPENDENT AUDITORSâ REPORT
To the Members of TCI Industries Limited Report on the Indian Accounting Standards (Ind AS) Financial Statements
We have audited the accompanying financial statements of TCI Industries Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued there under.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these Ind AS 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 Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Ind AS 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 Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31st March, 2018, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Other Matters
The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) audited by the predecessor auditor whose report for the year ended 31stMarch, 2017 and 31st March, 2016 dated 11th May, 2017 and 20th May, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of
n
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, and
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 knowledge and belief and according to the information and explanations given to us:
i. the Company has disclosed the impact of pending litigation on its financial position in its Ind-AS financial statements - Refer Note 23 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, and
iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the 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, the Statement of Cash Flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;
d) in our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rule issued there under;
e) on the basis of written representation received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2018 from being appointed as a director in terms of Section 164 (2) of the Act;
b) According to the information and explanation given to us and the record of the Company examined by us, there are no statutory dues as at the year-end which has not been deposited on account of a dispute.
viii. The Company did not have any outstanding dues to financial institutions, banks or Government or dues to debenture holders during the year.
ix. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore the provisions of Clause 3(ix) of the said Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.
xi. The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable.
xiii. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has made preferential allotment of shares during the year. The provisions of section 42 of the Act have been complied with in this regard and amount has been utilized for the purpose for which it was raised. The Company has not made any private placement of shares and fully or partly convertible debentures during the year.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the said Order are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure - A to the Independent Auditor''s Report
(Referred to in paragraph 1 on Other Legal and Regulatory
Requirements of our Report of even date to the members of
TCI Industries Limited on the Ind AS Financial Statements of the Company for the year ended 31st March, 2018).
On the basis of such checks, as we considered appropriate during the course of our audit, we report that:
i. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) We are informed that a test physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of fixed assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the Ind AS financial statements are held in the name of the Company.
ii. No Inventory was held during the year. Accordingly, clause 3(ii) of the Order is not applicable.
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said Order are not applicable to the Company.
iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of sections 73 to 76 of the Act and the rules framed there under to the extent notified.
vi. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provisions of Clause 3(vi) of the said Order are not applicable to the Company.
vii. a) As per records of the Company and according to
the information and explanations given to us, the Company is regular in depositing undisputed applicable statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other statutory dues with the appropriate authorities and there are no undisputed amount payable in respect of the same which were in arrears as on 31stMarch, 2018 for a period of more than six months from the date the same become payable.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS 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 Ind AS 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 31stMarch, 2018, 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.
Annexure - B to the Independent Auditorâs Report
Referred to in paragraph-2(f) on Other Legal and Regulatory Requirements of our Report of even date to the members of TCI Industries Limited on the Ind AS Financial Statements of the Company for the year ended 31stMarch, 2018.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of TCI Industries Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the Ind AS financial statement of the Company for the year ended on that date.
Managementâs 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 (âICAI''). 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 Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
- Held primarily for the purpose of trading
- Expected to be realized within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The company has identified twelve months as its operating cycle.
b) Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognized.
For V. Singhi & Associates
Chartered Accountants
Firm Registration No. 311017E
Tarun Jain
Place : Mumbai Partner
Date : May 25, 2018 Membership No.: 130109
Mar 31, 2017
TO THE MEMBERS OF TCI INDUSTRIES LIMITED
We have audited the accompanying financial statement of TCI Industries Limited (âthe Companyâ), which comprise the Balance sheet as at 31st 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.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 disclosures in the financial statements. The procedures selected depend on --=H 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 accounting policies used and the reasonableness of the accounting estimates made by 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 financial statement.
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, of the state of affairs of the Company as at 31st March, 2017 and its Loss and its Cash flow 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 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (hereinafter referred to as the âorderâ), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure âAâ, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
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 financial statements comply with the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 (as amended) .
e) on the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act.
f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure âBâ.
g) with respect to other matter to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us :
i) The Company has disclosed the impact of pending litigation on its financial position in its financial statement- Refer Note 16(ii), 16(iii) and 16(iv) to the financial statements.
ii) The Company did not have any long terms contract including derivative Contracts for which there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv) The Company has provided requisite disclosures in the financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management''s representation, we report that disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management. - Refer Note 16(vii).
Annexure âAâ to Independent Auditorsâ Report of even date to the members of TCI Industries Limited, on the Financial Statement for the year ended 31st March, 2017.
Referred to in paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our report of even date.
1. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) We are informed that a test physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the financial statements are held in the name of the Company.
2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The procedures followed by the management for such physical verification are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.
3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable to the company.
4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said order are not applicable to the company.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provisions of Clause 3(vi) of the said order are not applicable to the company.
7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.
(b) According to the information and explanation given to us and the record of the Company examined by us, there are no statutory dues as at the year end which has not been deposited on account of a dispute.
8. The Company did not have any outstanding dues to financial institutions, banks or Government or dues to debenture holders during the year.
9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore the provisions of Clause 3(ix) of the said order are not applicable to the company.
10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.
11. The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
12. The company is not a Nidhi Company.
13. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the said order are not applicable to the company.
15. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the said order are not applicable to the company.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to The Independent Auditorsâ Report
Referred to in paragraph 2(f) of the Independent Auditors'' Report of even date to the members of TCI Industries Limited on the financial statements for the year ended 31st March, 2017
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 TCI Industries Limited (âthe Companyâ) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, 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 Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For R. S. Agarwala & Co.
Chartered Accountants
Firm Regn No.: 304045E
(R. S. Agarwala)
Camp : Mumbai Partner
Date : May 11 , 2017 Membership No.: 005534
Mar 31, 2016
TO THE MEMBERS OF TCI INDUSTRIES LIMITED
We have audited the accompanying financial statement of TCI Industries Limited (âthe Companyâ), which comprise the Balance sheet as at 31st March, 2016, 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.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 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 accounting policies used and the reasonableness of the accounting estimates made by 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 financial statement.
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, of the state of affairs of the Company as at 31st Mar 2016 and its Loss and its Cash flow for the year ended on that date.
Emphasis of Matter
Without qualifying our opinion reference is invited to note no. 16(ii) regarding preparation of accounts on a going concern basis.
Report on Other legal and Regulatory Requirements:
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (hereinafter referred to as the âorderâ), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure âAâ, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
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 financial statements comply with the Accounting Standards Specified under Section 133 the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 (as amended).
e) on the basis of written representations received from the directors as on 31st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of section 164(2) of the Act.
f) with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure âBâ.
g) with respect to other matter to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us :
i) The Company has disclosed the impact of pending litigation on its financial position in its financial statement- Refer Note 16(iii), 16(iv) and 16(v) to the financial statements.
ii) The Company did not have any long terms contract including derivative Contracts for which there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure âAâ to Independence Auditorsâ Report of even date to the members of TCI Industries Limited, on the Financial Statement for the year ended 31st March, 2016.
Referred to in paragraph 1 under the heading of âReport on Other Legal and Regulatory Requirementsâ of our report of even date.
1. a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) We are informed that a test physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the financial statements are held in the name of the Company.
2. Physical verification was conducted by the management in respect of inventories at reasonable intervals. The procedures followed by the management for such physical verification are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.
3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable to the company.
4. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said order are not applicable to the company.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act in respect of any activities of the Company. Therefore, the provisions of Clause 3(vi) of the said order are not applicable to the company.
7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities.
(b) According to the information and explanation given to us and the record of the Company examined by us, there are no statutory dues as at the year end which has not been deposited on account of a dispute.
8. The Company did not have any outstanding dues to financial institutions, banks or Government or dues to debenture holders during the year.
9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore the provisions of Clause 3(ix) of the said order are not applicable to the company.
10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.
11. The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
12. The company is not a Nidhi Company.
13. The transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the said order are not applicable to the company.
15. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the said order are not applicable to the company.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to The Independent Auditorsâ Report
Referred to in paragraph 2(f) of the Independent Auditors'' Report of even date to the members of TCI Industries Limited on the financial statements for the year ended 31st March, 2016.
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 TCI Industries Limited (âthe Companyâ) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, 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 Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For R.S. Agarwala & Co.
Chartered Accountants
Firm Regn No:-304045E
(R. S. Agarwala)
Camp : Mumbai Partner
Date : 20th May, 20 1 6 Membership No. 005534
Mar 31, 2014
We have audited the accompanying financial statements of TCI Industries
Ltd ("the Company"), which comprise the Balance Sheet as at 31st March,
2014, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by Management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March , 2014;
(b) in the case of the Statement of Profit and Loss , of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
Without qualifying our opinion reference is invited to note no. 15(iv)
regarding preparation of accounts on a going concern basis.
Report on Other Legal and Regulatory Requirements
1. 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.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
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 31st March, 2014, and 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 clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
Annexure to Independent Auditor''s Report
Referred to in paragraph 1 under the heading of "Report on other Legal
and Regulatory Requirements" of our report of even date.
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of its fixed assets. The
fixed assets have been physically verified by the management at
reasonable intervals and no material discrepancies have been noticed.
2. During the year, the Company has not disposed off a substantial
part of fixed assets.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. The Company has not granted any loans secured or unsecured during
the year covered in the register maintained under section 301 of the
Act. The yearend balance of interest free unsecured housing loans
granted to its Executive director in previous year is Rs. 7 Lacs. The
Company has not taken any other unsecured loans during the year from
parties covered in the register maintained under section 301 of the
Act. The year end balances of loans taken during earlier years amount
to Rs. 25 lacs. The terms and conditions of loans taken are not prima
facie prejudicial to the interest of the company. There are no
stipulations as to the dates for repayment of principal and interest.
5. There is an adequate internal control system commensurate with the
size and nature of the Company''s business for the purchase of
inventories, fixed assets and for sale of goods. During the course of
our audit, no major weakness has been noticed in the internal control
system, nor we have been informed of any such instance.
6. a) To the best of our knowledge and belief and
according to the information and explanations given to us, the
particulars of contracts or arrangements that need to be entered into
the register in pursuance of Section 301 of Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
Act have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
7. The Company has not accepted any deposits from the public.
8. The Company had no formal internal audit system during the year.
However it has adequate internal control procedures commensurate with
its size and nature of its business.
9. a) According to the books and records produced to us and based on
management representations, undisputed statutory dues in respect of
Provident Fund, Employees'' State Insurance dues, Investor Education and
Protection Fund, Income Tax, Wealth Tax, Service Tax and other material
statutory dues have generally been regularly deposited by the Company
during the year with the appropriate authorities.
b) According to the information and explanations given to us and the
records of the company examined by us, the particulars of Income Ta x
dues, which have not been deposited on account of a dispute amounting
to Rs.116 lacs, for which appeals are pending before the Income Tax
Appellate Tribunal.
10. The Company''s accumulated losses at the yearend exceed its net
worth. It has incurred cash losses in the financial year and in the
immediately preceding financial year.
11. The Company has not given any guarantee for loans taken by others.
12. According to the information and explanations given to us, no
material fraud on or by the Company was noticed or reported during the
year.
13. Other matters specified in para 4 of the Companies (Auditors''
report) Order, 2003 (as amended) are, in our opinion, not applicable to
the Company.
For R. S. Agarwala & Co.
Chartered Accountants
Firm Regn. No.: 304045E
R. S. Agarwala
Partner
Camp : Gurgaon
Membership No.5534
Date : 24th May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of TCI Industries
Ltd ("the Company"), which comprise the Balance Sheet as at 31st March,
2013, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
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.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by Management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March , 2013;
(b) in the case of the Statement of Profit and Loss , of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Emphasis of Matter
Without qualifying our opinion reference is invited to note no. 15(iv)
regarding preparation of accounts on a going concern basis.
Report on Other Legal and Regulatory Requirements
1. 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.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.
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 31st March, 2013, and 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 clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
Annexure to Independent Auditor''s Report
Referred to in paragraph 1 under the heading of "Report on other Legal
and Regulatory Requirements" of our report of even date.
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of its fixed assets. The
fixed assets have been physically verified by the management at
reasonable intervals and no material discrepancies have been noticed.
2. During the year, the Company has not disposed off a substantial
part of fixed assets.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. The Company has during the year granted interest free unsecured
housing loan to its Executive director covered in the register
maintained under Section 301 of the Act. The maximum amount involved
during the year is Rs. 35 Lacs and the year end balance to Rs. 13 Lacs.
The Company has not taken any other unsecured loans during the year
from parties covered in the register maintained under section 301 of
the Act. The year end balances of loans taken during earlier years
amount to Rs. 25 lacs. The terms and conditions of loans taken are not
prima facie prejudicial to the interest of the company. There are no
stipulations as to the dates for repayment of principal and interest.
5. There is an adequate internal control system commensurate with the
size and nature of the Company''s business for the purchase of
inventories, fixed assets and for sale of goods. During the course of
our audit, no major weakness has been noticed in the internal control
system, nor we have been informed of any such instance.
6. a) To the best of our knowledge and belief and according to the
information and explanations given to us, the particulars of contracts
or arrangements that need to be entered into the register in pursuance
of Section 301 of Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
Act have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
7. The Company has not accepted any deposits from the public.
8. The Company had no formal internal audit system during the year.
However it has adequate internal control procedures commensurate with
its size and nature of its business.
9. a) According to the books and records produced to us and based on
management representations, undisputed statutory dues in respect of
Provident Fund, Employees'' State Insurance dues, Investor Education and
Protection Fund, Income Tax, Wealth Tax, Service Tax and other material
statutory dues have generally been regularly deposited by the Company
during the year with the appropriate authorities.
b) According to the information and explanations given to us and the
records of the company examined by us, the particulars of Income Ta x
dues, which have not been deposited on account of a dispute amounting
to Rs.116 lacs, for which appeals are pending before the Income Tax
Appellate Tribunal.
10. The Company''s accumulated losses at the year end exceed its net
worth. It has incurred cash losses in the financial year and in the
immediately preceding financial year.
11. The Company has not given any guarantee for loans taken by others.
12. According to the information and explanations given to us, no
material fraud on or by the Company was noticed or reported during the
year.
13. Other matters specified in para 4 of the Companies (Auditors''
report) Order, 2003 (as amended) are, in our opinion, not applicable to
the Company.
For R. S. Agarwala & Co.
Chartered Accountants
Firm Regn. No.: 304045E
R. S. Agarwala
Partner
Camp : Gurgaon
Membership No.5534
Date : 15th May, 2013
Mar 31, 2012
We have audited the attached Balance Sheet of TCI Industries Ltd., as
at 31st March,2012 and the annexed Statement of Profit and Loss and the
Cash Flow of the Company for the year ended on that date and report
that:
1. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors' Report) Order, 2003 (as
amended) issued by the Central Government in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956 and on the basis of such
checks as we considered appropriate and according to the information
and explanations given to us during the course of audit, we enclose in
the Annexure hereto a statement on the matters specified in paragraph 4
& 5 of the said Order to the extent applicable.
4. Further to our comments in the Annexure, refer 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 purpose of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns adequate for the purpose of our audit have
been received from the Mumbai branch visited by us.
(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 comply with the accounting standards referred
to in Section 211 (3C) of the Companies Act, 1956.
(v) On the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2012 from being
appointed as a Director under section 274(1) (g) of the Companies
Act, 1956.
(vi) Reference is invited to the Note No. 15.4 regarding preparation of
accounts on a going concern basis.
(vii) In our opinion and to the best of our information and according
to the explanations given to us, the said accounts read together with
the notes and accounting policies thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March, 2012;
b) In the case of Statement of Profit and Loss , of the loss of the
Company for the year ended on that date; and
c) In the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure to Auditor's Report
Referred to in paragraph 3 of our report of even date.
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of its fixed assets. The
fixed assets have been physically verified by the management at
reasonable intervals and no material discrepancies have been noticed.
2. During the year, the Company has not disposed off a substantial
part of fixed assets.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. The Company has not granted during the year any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. The Company has not taken
during the year any unsecured loans covered in the register maintained
under section 301 of the Act. The year end balances of loans taken
during earlier years amount to Rs. 67.50 lacs. The terms and conditions
of loan taken are not prima facie prejudicial to the interest of the
company. There are no stipulations as to the dates for repayment of
principal and interest.
5. There is an adequate internal control system commensurate with the
size and nature of the Company's business for the purchase of
inventories, fixed assets and for sale of goods. During the course of
our audit, no major weakness has been noticed in the internal control
system, nor we have been informed of any such instance.
6. a) To the best of our knowledge and belief and according to the
information and explanations given to us, the particulars of contracts
or arrangements that need to be entered into the register in pursuance
of Section 301 of Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
Act have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
7. The Company has not accepted any deposits from the public.
8. The Company has appointed a firm of Chartered Accountants to do the
internal audit regularly. The internal audit system is commensurate
with the size and nature of Company's business.
9. a) According to the books and records produced to us and based on
management representations, undisputed statutory dues in respect of
Provident Fund, Employees' State Insurance dues, Investor Education
and Protection Fund, Income Tax, Wealth Tax, Service Tax and other
material statutory dues have generally been regularly deposited by the
Company during the year with the appropriate authorities.
b) According to the information and explanations given to us and the
records of the Company examined by us , the particulars of income-tax
dues, which have not been deposited on account of a dispute amounting
to Rs. 116 lacs, for which appeals are pending before the Income-tax
Appellate Tribunal.
10. The Company's accumulated losses at the year end exceed its net
worth. It has incurred cash losses in the financial year and in the
immediately preceding financial year.
11. The Company has not given any guarantee for loans taken by others.
12. According to the information and explanations given to us, no
material fraud on or by the Company was noticed or reported during the
year.
13. Other matters specified in para 4 of the Companies (Auditors'
report) Order, 2003 (as amended) are, in our opinion, not applicable to
the Company.
For R. S. Agarwala & Co.
Chartered Accountants
R. S. Agarwala
Partner
Camp : Gurgaon Membership No. F-5534
Date : 30th May, 2012 Firm Regn. No.: 304045E
Mar 31, 2011
We have audited the attached Balance Sheet of TCI Industries Ltd., as
at 31st March, 2011 and the annexed Profit and Loss Account and the
Cash Flow statement of the Company for the year ended on that date and
report that:
1. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (as
amended) issued by the Central Government in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956 and on the basis of such
checks as we considered appropriate and according to the information
and explanations given to us during the course of audit, we enclose in
the Annexure hereto a statement on the matters specified in paragraph 4
& 5 of the said Order to the extent applicable.
4. Further to our comments in the Annexure, refer 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 purpose of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns adequate for the purpose of our audit have
been received from the Mumbai branch visited by us.
(iii) The Balance Sheet and 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 Profit and Loss Account, the Balance Sheet and
Cash Flow Statement comply with the accounting standards referred to in
Section 211 (3C) of the Companies Act, 1956.
(v) On the basis of written representations received from the directors
as on 31s March, 2011 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2011 from being
appointed as a Director under section 274(1 )(g) of the Companies Act,
1956.
(vi) Reference is invited to the following notes on Schedule 14:
a) Note 4 regarding preparation of accounts on a going concern basis.
b) Note 5 regarding certain administrative expenses debited to property
development expenses carried in the Balance Sheet.
(vii) In our opinion and to the best of our information and according
to the explanations given to us, the said accounts read together with
the notes and accounting policies thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March, 2011;
b) In the case of Profit and Loss Account, of the Loss of the Company
for the year ended on that date; and
c) In the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure to Auditors Report
Referred to in paragraph 3 of our report of even date.
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of its fixed assets. The
fixed assets have been physically verified by the management at
reasonable intervals and no material discrepancies have been noticed.
2. During the year, the Company has not disposed off a substantial
part of fixed assets.
3. Physical verification was conducted by the management in respect of
inventories at reasonable intervals. The Company has maintained proper
records of its inventories and no material discrepancies were noticed
on physical verification. The procedures followed by the management for
such physical verification are, in our opinion, reasonable and adequate
in relation to the size of the Company and the nature of its business.
4. The Company has not granted during the year any loans, secured or
unsecured to companies, firms or other parties covered in the register
maintained under Section 301 of the Act. The Company has not taken
during the year any unsecured loans during the year covered in the
register maintained under section 301 of the Act. The year end balances
of loans taken during earlier years amount to Rs. 67.50 lacs. The terms
and conditions of loan taken are not prima facie prejudicial to the
interest of the company. There are no stipulations as to the dates for
repayment of principal and interest.
5. There is an adequate internal control system commensurate with the
size and nature of the Companys business for the purchase of
inventories, fixed assets and for sale of goods. During the course of
our audit, no major weakness has been noticed in the internal control
system, nor we have been informed of any such instance.
6. a) To the best of our knowledge and belief and
according to the information and explanations given to us, the
particulars of contracts or arrangements that need to be entered into
the register in pursuance of Section 301 of Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
Act have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
7. The Company has not accepted any deposits from the public.
8. The Company has appointed a firm of Chartered Accountants to do the
internal audit regularly. The internal audit system is commensurate
with the size and nature of Companys business.
9. According to the books and records produced to us and based on
management representations, undisputed statutory dues in respect of
Provident Fund, Employees State Insurance dues, Investor Education and
Protection Fund, Income Tax, Wealth Tax, Service Tax and other material
statutory dues have generally been regularly deposited by the Company
during the year with the appropriate authorities. There are no unpaid
disputed statutory dues at the year end.
10. The Companys accumulated losses at the year end exceed its net
worth. It has incurred cash losses in the financial year and in the
immediately preceding financial year.
11. The Company has not given any guarantee for loans taken by others.
12. According to the information and explanations given to us, no
material fraud on or by the Company was noticed or reported during the
year.
13. Other matters specified in para 4 of the Companies (Auditors
report) Order, 2003 (as amended) are, in our opinion, not applicable to
the Company.
For R. S. Agarwala & Co.
Chartered Accountants
R. S. Agarwala
Place : Kolkata Partner
18th May, 2011 Membership No. F-5534
Firm Regn. No.: 304045E
Mar 31, 2010
We have audited the attached Balance Sheet of TCI Industries Ltd., as
at 31st March,2010 and the annexed Profit and Loss Account and the Cash
Flow statement of the Company for the year ended on that date and
report that:
1. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards required 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 in terms of sub-section (4A)
of Section 227 of the Companies Act, 1956 and on the basis of such
checks as we considered appropriate and according to the information
and explanations given to us during the course of audit, we enclose in
the Annexure hereto a statement on the matters specified in paragraph 4
& 5 of the said Order to the extent applicable.
4. Further to our comments in the Annexure, refer 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 purpose of our
audit.
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of the
books and proper returns
adequate for the purpose of our audit have been received from the
Mumbai branch visited by us.
(iii) The Balance Sheet and 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 Profit and Loss Account, the Balance Sheet and
Cash Flow Statement comply with the accounting standards referred to in
Section 211 (3C) of the Companies Act, 1956.
(v) On the basis of written representations received from the directors
as on 31st March, 2010 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2010 from being
appointed as a Director under section 274(1 )(g) of the Companies Act,
1956.
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes and accounting policies thereon, give the information required by
the Companies Act, 1956 in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India:
a) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March, 2010;
b) In the case of Profit and Loss Account, of the Loss of the Company
for the year ended on that date; and
c) In the case of cash flow statement, of the cash flows for the year
ended on that date.
Annexure to Auditors Report
Referred to in paragraph 3 of our report of even date.
1. The Company has maintained proper records to show full particulars
including quantitative details and situation of its fixed assets. The
fixed assets have been physically verified by the management at
reasonable intervals and no material discrepancies have been noticed.
2. During the year, the Company has not disposed off a substantial
part of fixed assets.
3. Physically verification was conducted by the management in respect
of inventories at reasonable intervals. The Company has maintained
proper records of its inventories and no material discrepancies were
noticed on physical verification. The procedures followed by the
management for such physical verification are, in our opinion,
reasonable and adequate in relation to the size of the Company and the
nature of its business.
4. The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act. The Company has taken interest free
unsecured loans of Rs. 47.50 lacs during the year from three parties
covered in the register maintained under section 301 of the Act. The
maximum amount involved during the year and the year end balances
amounts to Rs. 67.50 lacs. The terms and conditions of loan taken are
not prima facie prejudicial to the interest of the company. There are
no stipulations as to the dates for repayment of principal and
interest.
5. There is an adequate internal control system commensurate with the
size and nature of the Companys business for the purchase of
inventories, fixed assets and for sale of goods. During the course of
our audit, no major weakness has been noticed in the internal control
system, nor we have been informed of any such instance.
6. a) To the best of our knowledge and belief and
according to the information and explanations given to us, the
particulars of contracts or arrangements that need to be entered into
the register in pursuance of Section 301 of Act, have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered into the register in pursuance of Section 301 of
Act have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
7. The Company has not accepted any deposits from the public.
8. The Company has appointed a firm of Chartered Accountants to do the
internal audit regularly. The internal audit system is commensurate
with the size and nature of Companys business.
9. According to the books and records produced to us and based on
management representations, undisputed statutory dues in respect of
Provident Fund, Employees State insurance dues, Investor Education and
Protection Fund, Income Tax, Wealth Tax, Service Tax and other material
statutory dues have generally been regularly deposited by the Company
during the year with the appropriate authorities. There are no unpaid
disputed statutory dues at the year end.
10. The Companys accumulated losses at the year end exceed its net
worth. It has,incurred cash losses in the financial year and in the
immediately preceding financial year.
11. The Company has not given any guarantee for loans taken by others.
12. According to the information and explanations given to us, no
material fraud on or by the Company was noticed or reported during the
year.
13. Other matters specified in para 4 of the Companies (Auditors
report) Order, 2003 (as amended) are, in our opinion, not applicable to
the Company.
For R. S. Agarwala & Co.
Chartered Accountants
R. S. Agarwala
Place : Kolkata Partner
14th May, 2010 Membership No. F-5534
Firm Regn. No.: 304045E
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