Mar 31, 2018
Report on the Standalone Financial Statements.
We have audited the accompanying standalone financial statements of TD Power Systems Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, Statement of Changes in Equity 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 Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit, total comprehensive income, its changes in equity and its cash flows for the year ended on that date.
Emphasis of Matter
As stated in Note 52 no provision for impairment in the carrying value of investments is considered necessary by the management for the reasons stated therein.
Our opinion is not modified in respect of the above matter. Other Matters
Attention is invited to the following:
i. We did not audit the financial statements of Japan Branch included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs.2,752.49 lakhs as at 31st March, 2018 and total revenues of Rs.5,565.61 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements of the Branch have been audited by the branch auditors whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such Branch Auditors.
ii. The comparative financial information of the company for the year ended 31st March, 2017 included in the standalone financial statements are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, audited by the predecessor auditor who has given an unmodified opinion on those financial statements and have been restated by the company to comply with Ind AS. Adjustments to the said comparative financial information for the differences in Accounting Principles adopted by the Company on transition to the Ind AS have been audited by us.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in the paragraph 3 and 4 of the said Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financials controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
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, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed pending litigations on its financial position in its standalone financial statements, the impact if any on the final settlement of these litigations is not ascertainable at this stage - Refer Note No. 36 of alone financial statements;
ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivate contracts; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year.
I. In respect of its Property, plant and equipment:
(a) The Company has maintained proper records which are showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a programme of physical verification of Property, plant and equipment of the Company, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanations given to us, there were no material discrepancies identified on such verification when compared with available records of the company, the minor discrepancies identified during physical verification have been properly dealt within the books of account.
(c) According to the information and explanations given to us and as per verification of the records of the Company, the title deeds of the immovable properties, are held in the name of the Company as at the balance sheet date.
II. The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.
III. According to the information and explanations given to us, the Company has granted unsecured loans to wholly owned foreign subsidiaries which are covered in the register maintained under section 189 of the Act.
a. The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Companyâs interest.
b. The schedule of repayment of principal and payment of interest has been stipulated, the interest and the loans are renewed on maturity.
c. There is no overdue amount remainingoutstandingas at the balance sheet date.
IV. In our opinion and according to the information and explanations given to us,the Company has complied with the provisions of the section 185 and 186 of the Act in respect of the investments made, loans granted. The Company has not given any guarantees and securities to directors.
V. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Accordingly, the provisions of paragraph 3(v) of the Order is not applicable.
VI. We have broadly reviewed the books of account and records maintained by the Company pursuant to the Rules made by the Central Government, for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are ofthe opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.
VII.
(a) According to the information and explanations given to us and as per our verification of the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident fund, Employeeâs State Insurance, Income Tax, Sales Tax, VAT, Custom Duty, Excise Duty, Service Tax, Value Added Tax, Cess and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding as at the last day of the financial year for a period of more than six months from the date on which they became payable.
(b) According to the information and explanations given to us and as per our verification of the records of the Company, no disputed amounts of Income tax or sales tax or Goods and service tax or duty of custom or duty of excise or value added tax or cess have not been deposited with appropriate authorities as at 31st March 2018, except for the following:
Name of the Statute |
Nature of the dues |
Amount (Rs. In Lakhs) |
Period (financial year) to which the amount relates to |
Forum where dispute is pending |
Income Tax Act,1961 |
Income Tax |
15.80 |
2012-13 |
Commissioner of Income Tax (Appeals) |
VIII According to the information and explanations given to us and as per our verification of the records of the Company, the Company has not defaulted in repayment of its dues to the banks and financial institution.
IX. According to the information and explanation given to us and as per our verification of records of the Company, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions of paragraph 3(ix) of the Order is not applicable.
X. According to the information and explanations given to us and as per our verification of records of the Company, no material fraud either by the Company or on the Company by its officers and employees has been noticed or reported during the year.
XI. According to the information and explanations given to us and as per our verification of records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of the Section 197 read with Schedule V of the Act.
XII. In our opinion and according to the information given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
XIII. According to the information and explanations given to us and as per our verification of records of the Company, transactions with the related parties are in compliance with the sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone financial statements as required by the applicable Accounting Standards.
XIV. According to the information and explanations given to us and as per our verification of records of the Company, the Company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.
XV. According to the information and explanations given to us and as per our verification of records of the Company, the Company has not entered into non-cash transactions with the directors or persons connected with the directors. Accordingly, paragraph 3 (xv) of the Order is not applicable.
XVI. According to the information and explanations given to us the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
We have audited the internal financial controls over financial reporting of TD Power Systems Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) 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 judgment, including the assessment of the risks of material misstatement of financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company including basis of allocating expenses to various projects 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 VARMA & VARMA
Chartered Accountants
FRN 004532S
K.P.SRINIVAS
Bangalore Partner
May 23, 2018 Membership No. 208520
Mar 31, 2016
TO THE MEMBERS OF TD POWER SYSTEMS LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of TD Power Systems Limited ("the Company") which comprise the Balance Sheet as at March 31, 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, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branch at Japan.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
Other Matter
We did not audit the financial statements of Japan branch included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 536,716,932/- as at 31st March, 2016 and total revenues of Rs. 398,417,427/for the year ended on that date, as considered in the standalone financial statements. The financial statements of the branch has been audited by the branch auditors whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch, is based solely on the report of such branch auditors
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Sub-Section(11) of Section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by the Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.
c. The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d. 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 and with the returns received from the branch not visited by us.
e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f. On the basis of the written representations received from the directors as on March 31, 2016 taken on the record by the Board of Directors, none of the directors is disqualified as on that date from being appointed as a director in terms of Section 164(2) of the Act.
g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
h. With respect to other matters to be included in the Auditors report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us,
i. The Company does not have any pending litigations which would impact its financial position; - Refer Note 37(a) 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 - Refer Note 37(b) to the financial statements.
iii. There were no amounts outstanding as on March 31, 2016 which was required to be transferred to the Investor Education and Protection Fund by the Company. - Refer Note 37(c ) to the financial statements.
i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The management during the year has physically verified all the fixed assets. We have been informed by the management that no material discrepancies were observed.
c. According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.
ii. Inventories have been physically verified during the year by the management. We have been informed by the management that no material discrepancies were observed.
iii. According to the information and explanations given to us, the Company has granted unsecured loans to its foreign subsidiaries.
a. According to the information and explanations given to us, the terms and conditions of the above loans are not prejudicial to the interests of the Company.
b. We have been informed that the schedule of repayment of principal and payment of interest has been stipulated and the same are being followed regularly.
c. According to the information and explanations given to us, no amount is overdue to be received from the subsidiary.
iv. The Company has not given any loans, guarantees or securities to directors during the year and accordingly the provisions of sections 185 of the Act are not applicable. In respect of loans given to foreign subsidiary, the provisions of section 186 of the Act have been complied with.
v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the provisions of paragraph 3(v) of the Order is not applicable.
vi. To the best of our knowledge and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of Sub-Section (1) of Section 148 of the Act for the products of the company. Accordingly, the provisions of clause 3(vi) of the said Order are not applicable.
vii. According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing undisputed statutory dues applicable to it with the appropriate authorities. In terms of its books of account, no undisputed statutory dues payable in respect of provident fund, employees'' state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues were outstanding, as at March 31, 2016 for a period of more than six months from the date they became payable.
According to the records of the Company and according to the information and explanations given to us, there were no dues outstanding on account of income tax, service tax, sales tax, customs duty, excise duty on account of dispute.
viii. According to the information and explanations given to us, the Company has not taken any term loans from financial institution, banks, Government or issued debentures, hence provisions of clause 3 (viii) of the Order is not applicable.
ix. The Company has not raised any money during the year by way of initial public offer or further public offer or by way of term loans. Accordingly, the provision of paragraph 3(ix) of the Order is not applicable.
x. According to the information and explanations given to us, no fraud by/on the Company by its officers and employees has been noticed or reported during the year.
xi. According to the information and explanations given to us, managerial remuneration has been provided in accordance with the approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. The Company is not a Nidhi company and accordingly, provisions of paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us, transactions during the year with related parties are in compliance with sections 188 of Act. Details of transactions with related parties have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of the paragraph 3(xiv) of the Order is not applicable.
xv. According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him/her. Accordingly, the provision of the paragraph 3(xiv) of the Order is not applicable.
xvi. According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of TD Power Systems Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by 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 ICAI. 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 March 31, 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 issued by ICAI.
For B. K. RAMADHYANI & CO. LLP.
Chartered Accountants
Firm Registration No. 002878S/S200021
R. SATYANARAYANA MURTHI
Bangalore Partner
May 11, 2016 Membership No. 024248
Mar 31, 2015
We have audited the accompanying standalone financial statements of TD
Power Systems Limited ("The Company") which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and Loss and the Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information, in which are
incorporated the Returns for the year ended on that date audited by the
branch auditors of the Company's branch at Japan.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgements
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India of the state of affairs of the Company as
at March 31, 2015, and its profit and its cash flows for the year ended
on that date.
Other Matter
We did not audit the financial statements of Japan branch included in
the standalone financial statements of the Company whose financial
statements reflect total assets of Rs. 30,34,52,773/- as at 31st March,
2015 and total revenues of Rs. 158,652,579/- for the year ended on that
date, as considered in the standalone financial statements. The
financial statements of the branch has been audited by the branch
auditors whose report has been furnished to us, and our opinion in so
far as it relates to the amounts and disclosures included in respect of
the branch, is based solely on the report of such branch auditors.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
Sub-Section(11) of Section 143 of the Act, we give in the annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by the Section 143(3) of the Act, we report that
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit.
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from the branches not visited by us.
c. The reports on the accounts of the branch offices of the Company
audited under Section 143(8) of the Act by branch auditors have been
sent to us and have been properly dealt with by us in preparing this
report.
d. 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 and with the returns received from the branch not
visited by us.
e. In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f. On the basis of the written representations received from the
directors as on March 31, 2015 taken on the record by the Board of
Directors, none of the directors is disqualified as on that date from
being appointed as a director in terms of Section 164(2) of the Act.
g. With respect to other matters to be included in the Auditors report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according
to the explanations given to us
i. The Company does not have any pending litigations which would
impact its financial position; - Refer Note 37(a) 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 - Refer Note 37(b) to the financial statements.
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company. - Refer Note
37(c) to the financial statements.
ANNEXURE TO AUDITORS' REPORT
(As referred to in paragraph 1 of Report on other legal and regulatory
requirements of our report to the members of TD Power Systems Limited)
1. a. The Company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
asset.
b. The management during the year has physically verified all the fixed
assets. We have been informed by the management that no material
discrepancies were observed and the programme of such verification
which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its fixed assets.
2. a. Inventories have been physically verified during the year by the
management. In our opinion, the frequency of verification is
reasonable.
b. The procedure of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
c. The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between physical stocks and the
book records were not material.
3. The Company has not granted any loans from the companies covered in
the register maintained under Section 189 of the Act, hence clause
3(iii) of the Order is not applicable.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business, for the purchase of inventory, fixed assets and with regard
to sale of goods and services. During the course of our audit, no
continuing failure to correct major weakness in the internal controls
has been noticed.
5. The Company has not accepted any deposits as applicable under the
directives issued by the Reserve Bank of India and the provisions of
Sections 73 to 76 or any other provisions of the Act and Rules framed
under. Accordingly, the provisions of clause 3(v) of the said Order are
not applicable.
6. To the best of our knowledge and explanations given to us, the
Central Government has not prescribed the maintenance of cost records
under clause (d) of Sub-Section (1) of Section 148 of the Act for the
products of the company. Accordingly, the provisions of clause 3(vi) of
the said Order are not applicable.
7. According to the information and explanations given to us and the
records of the Company examined by us, the Company is generally regular
in depositing undisputed statutory dues applicable to it with the
appropriate authorities. In terms of its books of account, no
undisputed statutory dues payable in respect of provident fund,
employees' state insurance, income tax, wealth tax, service tax,
customs duty, excise duty, value added tax, cess and any other
undisputed statutory dues were outstanding, as at March 31, 2015 for a
period of more than six months from the date they became payable.
According to the records of the Company and according to the
information and explanations given to us, there were no dues
outstanding on account of income tax, wealth tax, service tax, sales
tax, customs duty, excise duty and cess on account of dispute.
As per the records maintained by the Company, there is no amount
required to be transferred to investor education and protection fund in
accordance with the relevant provisions of the Companies Act, 2013 and
Rules made thereunder.
8. There are no accumulated losses of the Company at March 31, 2015.
The Company has not incurred any cash losses in the current year as
well as in immediately preceding financial year.
9. The Company has not taken any loans from financial institutions,
banks or issued debentures, hence provisions of clause 3(ix) of the
Order is not applicable.
10. In our opinion, the Company had not given any guarantees for loans
taken by other companies, hence provisions of Clause 3(x) of the Order
is not applicable.
11. No term loans were availed by the Company during the year and
accordingly the provisions of clause3(xi) of the said Order are not
applicable.
12. Based on the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given to us, we report that no frauds
on or by the Company during the year has been noticed or reported.
For B. K. RAMADHYANI & CO. LLP.
Chartered Accountants
Firm Registration No. 002878S/S200021
R. SATYANARAYANA MURTHI
Bangalore Partner
May 20, 2015 Membership No. 024248
Mar 31, 2014
Report on the Financial Statements:
We have audited the accompanying financial statements of TD Power
Systems Limited ("the Company") which comprise of Balance Sheet as at
March 31, 2014, the Statement of Profit and Loss and the Cash Flow
Statement for the year ended on that date, and a summary of 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 notified under the Companies Act, 1956 ("The
Act") read with the General Circular 15/2013 dated September 13, 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and fair presentation of the financial statements that 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 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 control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion:
In our opinion and to the best of our knowledge and according to the
information and explanations given to us, they said financial statements
give the information required by the Act, in the manner so required
give a true and fair view in conformity with the accounting principles
generally accepted in India.
i. In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014
ii In case of Statement of Profit and Loss, of the Profit for the year
ended on that date and
iii In case of cash Flow Statement, of the cash flows for the year ended
on that date
Report on Other Legal and Regulatory Requirements:
1 As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
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 Companies Act, 1956 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, the Company has kept proper books of account as
required by Law so far as appears from our examination of those books
(and proper returns adequate for the purposes of our audit have been
received from branches not audited by us).
c The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account (and with the returns received from branches not audited by
us).
d In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash
Flow Statement dealt with by this report comply with the accounting
standards notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated 13, September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act, 2013.
e On the basis of written representations received from Directors as on
March 31, 2014 and taken on record by the Board of Directors we report
that none of the Directors of the Company, are disqualified as on that
date from being appointed as a director, under clause (g) of
sub-section (1) of section 274 of the Act.
f Since the Central Government has not issued any notification as to the
rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Other Matters:
The report on the accounts of the Japan branch office (not audited by
us) audited by Mr. Mitsuo Sekino, Certified Public Accountant (Japan),
has been forwarded to us and has been dealt with in the manner
considered appropriate by us while preparing our report. Our report is
not qualified in respect of this matter.
1 a The Company has maintained proper records showing full particulars
including quantitative details, situation of fixed assets in the fixed
asset register.
b According to the information and explanations given to us, there is a
physical verification programme being done in a phased manner and at
reasonable intervals. We are also informed that the Company has carried
out the physical verification of fixed assets during the period of review
as per the scheme of physical verification regularly followed. We are
informed that no material discrepancies were noticed on such
verification which needs an adjustment in the financial statements.
c During the year, there has been no significant sale/disposal of fixed
assets.
2 a Inventory was physically verified during the year by the management.
In our opinion, the frequency of such verification is reasonable.
b The procedures of physical verification of inventories followed by the
management are reasonable and adequate in relation to the size of the
Company and nature of its business.
c According to the information and explanations given to us, proper
records of inventories are maintained and no material discrepancies are
noticed during such physical verification.
3 The company has not granted nor taken loans secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under Section 301 of the Act and accordingly, clause (iii)
(b), (iii) (c) and (iii) (d) of paragraph 4 of the Order are not
applicable.
4 In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory and fixed assets; and for
the sale of goods and services. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal controls.
5 a In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contract or
arrangements to be entered in the register maintained under section 301
of the Companies Act, 1956 have been so entered in the register
maintained.
b According to the Company, the transactions made in pursuance of such
contracts or arrangements and exceeding value of Rs. 5 Lakhs with any
party during the year have been made prices which are reasonable having
regard to prevailing market prices at the relevant time.
6 The company has not accepted any deposits from public; hence in our
opinion the provisions of Section 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the Rules made there under
are not applicable. According to the company, no order has been passed
by the Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal.
7 In our opinion, the Company has an internal audit system commensurate
with the size of the business.
8 To the best of our knowledge and according to the information given
to us, the Central Government has prescribed the maintenance of cost
records under section 209(1) (d) of the Act for the products of the
Company. We have broadly reviewed the books of account maintained by
the Company pursuant to the rules made by the Central Government for
the maintenance of cost records U/s 209 (1) (d) of the Act and we are
of the opinion that prima facie, the records have been maintained. We
have not done detailed examination of records with a view to
determining whether they are accurate and complete
9 a According to information and explanation given to us, the company
is regular in depositing undisputed statutory dues including provident
fund, employees'' state insurance, income tax, wealth tax, sales tax,
custom duty, service tax, cess and other applicable statutory dues with
the appropriate authorities. There are no arrears of outstanding
statutory dues as at March 31, 2014 for a period exceeding six months.
Further, short/non deduction of withholding tax has not been reckoned
for this purpose.
b According to information and explanations given to us, there are no
outstanding disputed amount payable on account of sales tax, income
tax, customs duty, wealth tax, service tax, excise duty and cess other
than on account of Income Tax deduction of salaries raised by the
department as referred to Note 19 to Financial Statements which is
under process for rectification by the department.
10 The company has no accumulated losses as on March 31, 2014. The
company has not incurred cash losses during the current year or during
the previous year.
11 In our opinion and according to the information and explanations
given to us, the company has not defaulted in the repayment of dues to
bank. The Company has not taken any loan from financial institutions and
also has not issued any debentures.
12 According to the information and explanations given to us, the
company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities and
accordingly, the provisions of paragraph 4 (xii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the company.
13 In our opinion, the company is not a chit fund or a nidhi/mutual
benefit fund/society and accordingly, provisions of paragraph 4 (xiii)
of the Companies (Auditor''s Report) Order, 2003 are not applicable to
the company.
14 In our opinion the company is not dealing in or trading in shares,
securities, debentures and other investments and accordingly, the
provisions of paragraph 4 (xiv) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the company.
15 The Company has given corporate guarantee of Rs.100 Crores, Rs. 162
crores and Rs. 292 crores in respect of facilities availed by its
subsidiary M/s. DF Power Systems Private Limited to the bankers M/s.
Standard Chartered Bank, M/s. ICICI Bank Limited and M/s. Bank of
Baroda. The terms and conditions of the guarantee are not prima facie
prejudicial to the interest of the Company.
16 The Company has not obtained any term loans during the year from the
Company''s bankers. Accordingly, the provisions of paragraph 4 (xvi) of
the Companies (Auditor''s Report) Order, 2003 are not applicable to the
company.
17 According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long-term
purposes. No long- term funds have been used to finance short-term
assets except permanent working capital.
18 According to the information and explanations given to us, there was
no issue of shares or other securities during the year and accordingly
provisions of paragraph 4 (xviii) of the Companies (Auditor''s Report)
Order, 2003 regarding preferential allotment are not applicable.
19 According to the information and explanations given to us, there are
no debentures issued by the company during the year and accordingly,
provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order,
2003 regarding creation of securities are not applicable.
20 There was no public issue of capital, debenture, etc during the year
and accordingly, provisions of paragraph 4 (xx) of the Companies
(Auditor''s Report) Order, 2003 regarding end use of money are not
applicable.
21 According to the information and explanations given to us, no fraud
on or by the company during the year has been noticed or reported
during the course of our audit.
For B. K. Ramadhyani & Co.,
Chartered Accountants
Firm Registration No. 002878S
R. Satyanarayana Murthi
Bangalore Partner
May 21, 2014 Membership No. 024248
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of TD Power
Systems Limited ("the Company") which comprise of Balance Sheet as at
March 31,2013, the Statement of Profit and Loss and the Cash Flow
Statement for the year ended on that date, and a summary of 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 fair presentation of the financial statements
that 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 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, includingthe 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 knowledge and according to the
information and explanations given to us, the said financial statements
give the information required by the Act in the manner so required;
give a true and fair view in conformity with the accounting principles
generally accepted in India:
in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013, in the case of Statement of Profit and
Loss, of the profit for the year ended on that date, and in the case of
Cash Flow statement, of the cash flows for the year ended on that date.
Report on other Legal and Regulatory requirements
1. As required by the Companies (Auditors'' Report) Order, 2003 ("the
Order") 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 Companies Act, 1956, 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, the Company has kept proper books of account as
required by Law so far as appears from our examination of those books
(and proper returns adequate for the purposes of our audit have been
received from branches not audited by us).
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account (and with the returns received from branches not audited by
us).
d. In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash Flow Statement dealt with by this report comply in all material
respects, with the mandatory Accounting Standards referred to in
sub-section (3C) of section 211 of the Act.
e. On the basis of written representations received from Directors as
on March 31, 2013 and taken on record by the Board of Directors, we
report that none of the Directors of the Company, are disqualified as
on that date from being appointed as a director, under clause (g) of
sub-section (1) of section 274 of the Act.
f. Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section,
prescribing the manner in which such cess is to be paid, no cess is due
and payable by the Company.
Other Matters
The report on the accounts of the Japan branch office (not audited by
us) audited by Mr. Mitsuo Sekino, Certified Public Accountant (Japan),
has been forwarded to us and has been dealt with in the manner
considered appropriate by us while preparing our report. Our report is
not qualified in respect of this matter.
ANNEXURE TO AUDITORS'' REPORT
(As referred to in paragraph 1 of report on other legal and regulatory
requirements of our report to the members of TD Power Systems Limited)
1. a. The Company has maintained proper records showing full
particulars including quantitative details, situation of fixed assets
in the fixed asset register.
b. According to the information and explanations given to us, there is
a physical verification programme being done in a phased manner and at
reasonable intervals. We are also informed that the Company has carried
out the physical verification of fixed assets during the period of
review as per the scheme of physical verification regularly followed.
We are informed that no material discrepancies were noticed on such
verification which needs an adjustment in the financial statements.
c. During the year, there has been no significant sale/disposal of
fixed assets.
2. a. Inventory was physically verified during the year by
management. In our opinion the frequency of such verification is
reasonable.
b. The procedures of physical verification of inventories followed by
management are reasonable and adequate in relation to the size of the
company and nature of its business.
c. According to the information and explanations given to us, proper
records of Inventories are maintained and no material discrepancies are
noticed during such physical verification.
3. The company has not granted nor taken loans secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under Section 301 of the Act and accordingly, clause
(iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the Order are not
applicable.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory and fixed assets; and
for the sale of goods and services. During the course of our audit, we
have not observed any continuing failure to correct major weaknesses in
internal controls.
5. a. In our opinion and according to the information and
explanations given to a us, the transactions made in pursuance
of contract or arrangements to be entered in the register maintained
under section 301 of the Companies Act, 1956, have been so entered in
the register maintained.
b. According to the Company, the transactions made in pursuance of such
contracts or arrangements and exceeding value of Rs. 5 Lakhs with any
party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
6. The company has not accepted any deposits from public; hence in our
opinion the provisions of Section 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the Rules made there under
are not applicable. According to the company, no order has been passed
by the Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal.
7. In our opinion, the Company has an internal audit system
commensurate with the size of the business.
8. To the best of our knowledge and according to the information given
to us, the Central Government has prescribed the maintenance of cost
records under section 209(1) (d) of the Act for the products of the
Company. We have broadly reviewed the books of account maintained by
the Company pursuant to the rules made by the Central Government for
the maintenance of cost records u/s 209(1) (d) of the Act and we are of
the opinion that prima facie, the records have been maintained. We have
not done detailed examination of records with a view to determining
whether they are accurate and complete.
9. a. According to information and explanation given to us, the
company is regular in depositing undisputed statutory dues including
provident fund, employees'' state insurance, income tax, wealth tax,
sales tax, custom duty, service tax, cess and other applicable
statutory dues with the appropriate authorities. There are no arrears
of outstanding statutory dues as at March 31, 2013, for a period
exceeding six months. Further, short/non deduction of withholding tax
has not been reckoned for this purpose.
b. According to information and explanations given to us, there are no
outstanding disputed amount payable on account of sales tax, income
tax, customs duty, wealth tax, service tax, excise duty and cess other
than on account of Income Tax deduction of salaries raised by the
department as referred to Note 19 to Financial Statements which is
under process for rectification by the department.
10. The company has no accumulated losses as on March 31,2013. The
company has not incurred cash losses during the current year or during
the previous year.
11. In our opinion and according to the information and explanations
given to us, the company has not defaulted in the repayment of dues to
bank. The Company has not taken any loan from financial institutions
and also has not issued any debentures.
12. According to the information and explanations given to us, the
company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities and
accordingly, the provisions of paragraph 4(xii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the company.
13. In our opinion, the company is not a chit fund or a nidhi/mutual
benefit fund/society and accordingly, provisions of paragraph 4(xiii)
of the Companies (Auditor''s Report) Order, 2003 are not applicable to
the company.
14. In our opinion the company is not dealing in or trading in shares,
securities, debentures and other investments and accordingly, the
provisions of paragraph 4(xiv) of the Companies (Auditor''s Report)
Order, 2003 are notapplicable to the company.
15. The Company has given corporate guarantee of Rs. 100 Crores, Rs.
162 Crores and Rs. 292 Crores in respect of facilities availed by its
subsidiary M/s. DF Power Systems Private Limited to the bankers M/s.
Standard Chartered Bank, M/s. ICICI Bank Limited and M/s. Bank of
Baroda. The terms and conditions of the guarantee are not prima facie
prejudicial to the interest of the Company.
16. The Company has not obtained any term loans during the year from
the Company''s bankers. Accordingly, the provisions of paragraph 4(xvi)
of the Companies (Auditor''s Report) Order, 2003 are notapplicable to
the company.
17. According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long-term
purposes. No long-term funds have been used to finance short-term
assets except permanent working capital.
18. According to the information and explanations given to us, there
was no issue of shares or other securities during the year and
accordingly provisions of paragraph 4(xviii) of the Companies
(Auditor''s Report) Order, 2003 regarding preferential allotment are not
applicable.
19. According to the information and explanations given to us, there
are no debentures issued by the company during the year and
accordingly, provisions of clause 4(xix) of the Companies (Auditor''s
Report) Order, 2003 regarding creation of securities are not
applicable.
20. There was no public issue of capital, debenture, etc during the
year and accordingly, provisions of paragraph 4(xx) of the Companies
(Auditor''s Report) Order, 2003 regarding end use of money are not
applicable.
21. According to the information and explanations given to us, no fraud
on or by the company during the year has been noticed or reported
during the course of our audit.
For B. K. Ramadhyani & Co.,
Chartered Accountants
Firm Registration No. 002878S
R Satyanarayana Murthi
Bangalore Partner
May 22, 2013 Membership No. 024248
Mar 31, 2011
1. We have audited the attached Balance Sheet of TD Power Systems
Limited as at 31st March 2011 and Profit and Loss Account and also the
Cash Flow statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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. Without qualifying, reference is drawn to Note 20, Schedule M in
respect of the remuneration payable to the Directors, which is subject
to approval of the Shareholders.
4. As required by the Companies (Auditor's Report) Order, 2003' (as
amended) issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the annexure, a statement on the matters specified in paragraphs 4 &
5 of the said order.
5. Further to our comment in Para ix (b) of the Annexure referred to
in paragraph 4 above, we report that:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;'
b. In our opinion, proper books of accounts as required by law have
been kept by the Company, so far as appears from our examination of
those books and proper returns adequate for the purposes of our audit
have been received from the branch not visited by us;
c. The Balance Sheet and Profit & Loss Account dealt with by this
report are in agreement with the books of account. and with the returns
from tire branches;
d. In our opinion, the Balance Sheet and Profit & Loss Account dealt
with by this report comply with the accounting standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956 to the
extent applicable;
e. On the basis of written representations received from, the
directors, as on 31st March 2011 and taken on record by the Board of
Directors, we report that none of the directors of the Company is
disqualified as on 31st March 2011 from being appointed as a director
in terms of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956.
f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31.3.2011;
ii. in the case of the Profit and Loss account, of the profit for the
year ended on that date and
iii. in the case of Cash Flow Statement, of the cash flow for the year
ended on that date
Referred to in paragraph 3 of the Auditor's Report
(i) a. The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets in the Fixed Assets Register.
b. Physical verification of fixed assets is being done on a phased
manner and is in reasonable intervals. According to the information
furnished, no material discrepancies have been observed in such
verification.
c. There has been no disposal of substantial part of fixed assets
during the year;
a. The Inventory was physically verified during the year by the
management. In our (ii) opinion, the frequency of verification is
reasonable.
b. The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and nature of its business.
(iii) The company has not granted/taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956. For
this purposes the transactions with the Subsidiary Company is in the
nature of current account transaction and not considered as loan and
accordingly, clause (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of
the Order are not applicable;
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control "procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory and fixed assets and for
the sale of goods and services. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal controls.
(v) a. In our opinion and according to the information and
explanations given to us, the transactions made in pursuance of
contract or arrangements to be entered in the register maintained under
section 301 of the Companies Act, 1956, have been so entered in the
register maintained.
b. According to the Company, the transactions made in pursuance of
such contracts or arrangements and exceeding value of rupees Five Lakhs
with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
(vi) The Company has not accepted any deposits from public, hence in
our opinion the provisions of. Section 58A and 58'AA of the Companies
Act, 1956 and the rules made there under are not applicable. According
to the Company, no order has been passed by the Company Law Board or
National Company Law Tribunal or Reserve Bank of India or any court or
any other Tribunal
(vii) In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
(viii) As explained to us, the Company has maintained cost records
under Section 209(1) (d) of the Companies Act, 1956. However we have
not made a detailed examination of the records.
(ix) a. According to information and explanation given to us, the
company has been regular in depositing undisputed statutory dues
including provident fund, investor education and protection fund,
employees' state insurance, income tax, wealth tax sales tax, custom
duty, service tax, customs duty, excise duty, cess and other statutory
dues to the appropriate authorities. Cess payable under section 441A of
the Companies Act, 1956 has not been notified. Consequently, we are not
in a position to comment upon the regularity or otherwise of the
Company in depositing the same. Further, short/non deduction of
withholding tax has not been reckoned for this purpose.
b. There are no outstanding disputed amount payable on account of sales
tax, income tax, customs duty, wealth tax, service tax, excise duty and
cess. However, according to information and explanations given to us on
account of short deduction/short payment in respect of withholding tax
as per Income Tax Act 1961, as referred to Note 22, Schedule M to
Financial statements, there is no disputed tax liability as the demand
raised by the Department is under rectification/appeal.
(x) The Company has no accumulated losses as at March 31, 2011 and it
has not incurred any cash losses during the current year or during the
previous year.
(xi) In our opinion and according to the information and explanations
given to us, the company has, not defaulted in the repayment of dues to
bank. The Company has not taken any loan from Financial institutions
and also has not issued any debentures.
(xii) According to the information and explanations given to us and the
documents and records produced before us, the company has not granted
any loans and advances on the basis of security by way of pledge of
shares, debentures and other securities;
(xiii) In our opinion, the company is not a chit fund or a nidhi/
mutual benefit fund/ society. Therefore paragraph 4(xiii) of the Order
is not applicable to the Company.
(xiv) In our opinion the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order,
2003 are not applicable to the Company.
(xv) The Company has given corporate guarantee of Rs.87 crores and Rs.
297 crores in respect of facilities availed by its subsidiary M/s DF
Power Systems Private Limited to the bankers M/s ICICI Bank Limited and
M/s Bank of Baroda. The terms and conditions of the guarantee are not
prima facie prejudicial to the interest of the Company.
(xvi) The Company has not obtained term loans' during the year under
review.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet Of the company, we report
that no funds raised on short-term basis have been used for long-term
purposes. No long term funds have been used to finance short-term
assets except permanent working capital.
(xviii) According to the information and explanations given to us, the
issue of shares to parties covered in. the Register maintained under
Section 301 of the Act during the year and the price charged therefore
are not prejudicial to the interests of the company.
(xix) According to the information and explanations given to us, there
are no debentures issued by the company during the year and hence
paragraph 4(xix) of the Order regarding the creation of securities is
not applicable.
(xx) During the year the company has not raised money by way of public
issue of capital, debentures, etc and hence, paragraph 4(xx) of the
Order regarding the end use of money is not applicable.
(xxi) According to the information and explanations given Lo us, no
fraud on or by the company during the year has been noticed or reported
during the course of our audit.
For B. K. Ramadhyani & Co.,
Chartered Accountants
FRN No:002878S
R Salyanajrayana Murthi
Partner
Membership No. 024248
B.K.Ramadhyarii & Co
Chartered Accountants
4B, Chitrapur Bhavan
8th Main, 15th Cross, Malleswaram
BANGALORE-560 055
Date: 30th May 2011
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