Mar 31, 2023
TRF Limited
Report on the Audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements of TRF Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, and 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 then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) 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 31,2023, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the Audit of the Financial Statementsâ 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
4. 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.
Key audit matter |
How our audit addressed the key audit matter |
Appropriateness of estimation of cost to complete the projects (Refer to Note 46.03 to the Standalone Financial Statements) The Company recognizes revenue from construction contracts on percentage completion method as specified under Indian Accounting Standards (Ind AS) 115 - Revenue from Contracts with Customers. Determination of revenue requires estimation of total contract costs, which is done based on the actual cost incurred on the projects till date and the cost expected to be incurred to complete the projects. The estimation of cost to complete involves exercise of significant judgement by the management and assessment of project data, making forecasts and assumptions. This has been considered as a key audit matter in view of the involvement of management judgement and the fact that any variation in costs may have consequential impact on the recognised revenue. |
We have performed the following procedures among others: (a) Understood and evaluated the design and tested the operating effectiveness of controls around estimation of costs to complete, including the review and approval of estimated project cost. (b) Verified on a test check basis, the contracts entered into by the Company for the consideration agreed with customers and the relevant terms and conditions relating to variations to the cost. (c) Obtained computation of estimated costs to complete and the percentage of project completion and verified the same against the contractual terms and the work orders placed with vendors. (d) Verified invoices, purchase orders, goods receipt notes etc. for the actual costs incurred upto the year end date. (e) Enquired about the status of the projects with the Companyâs project management team and evaluated the reasonableness of the estimates made by the management of costs to be incurred for completion of the respective projects. |
Key audit matter |
How our audit addressed the key audit matter |
(f) Verified the revision in total cost of the contracts by comparing the management estimates revised during the current year with the estimate made in the prior year and obtained reasons for such revision, including verification of correspondence with the vendors in case of renegotiation of prices and the approvals for the same. Based on the above procedures performed, we considered the managementâs estimation of cost to complete the project to be reasonable. |
5. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Boardâs Report and Annexures & Corporate Governance Report, 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 in the 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.
Responsibilities of management and those charged with governance for the financial statements
6. 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 standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
7. 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. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
Auditorâs responsibilities for the audit of the financial statements
8. 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.
9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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.
10. 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.
11. 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.
12. 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
13. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
14. 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, except that the back-up of the books of account and other books and papers maintained in electronic mode has not been maintained on servers physically located in India on a daily basis, but maintained on every working day between Monday to Friday. Refer Note 46.07 to the financial statements.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows 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 March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our comment in paragraph 14(b) above that the back-up of the books of account and other books and papers maintained in electronic mode has not been maintained on servers physically located in India on a daily basis, but maintained on every working day between Monday to Friday.
(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ.
(h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Notes 09, 12, 20 and 42 to the financial statements;
ii. The Company has made provision as at March 31, 2023, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts as at March 31, 2023. - Refer Notes 20 and Note 54 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 during the year ended March 31,2023.
iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in the
notes to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 55 to the financial statements);
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the financial statements, no funds have been received by the Company from any person or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 56 to the financial statements); and
(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of accounts to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1,2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.
15. 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.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Sd/-
Charan S. Gupta
Partner
Gurugram Membership Number: 093044
May 05, 2023 UDIN: 23093044BGYMMG6004
Mar 31, 2019
Report on the audit of Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone financial statements of TRF Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2019, and the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) 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, 2019, and total comprehensive income (comprising of profit/ loss and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
4. We draw attention to Note 44.02 with respect to the losses incurred by the company and erosion of its net worth and preparation of the financial statements on going concern assumption, based on the reasons and assumptions stated in the aforesaid note. The companyâs ability to continue as a going concern is dependent on generation of the expected cash flows to be able to meet its obligations as and when they arise, for which an uncertainty exists.
Emphasis of Matter
5. We draw attention to Note 44.07 to the financial statements which states that the Reserve Bank of India (RBI) had approved conversion of certain receivables from TRF Singapore Pte Limited, a wholly owned subsidiary (WOS) to equity, subject to the Company applying for compounding of its offence in respect of non-remittance of receivables in foreign currency from the WOS. Though the company had applied to the RBI for compounding, the same has not been accepted by RBI pending fulfilment of other conditions laid by RBI as specified in the note.
Our opinion is not qualified in respect of these matters.
Key audit matters
6. 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 are 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. The matters are stated below and in paragraph 4 above.
Appropriateness of estimation of cost to complete the project (Refer to Note 44.03 to the financial statements)
The Company recognizes revenue from construction contracts on percentage completion method as specified under Indian Accounting Standards (Ind AS) 115 - Revenue from Contracts with Customers. Determination of revenue requires estimation of total contract costs which is done based on the actual cost incurred till date and the cost to be incurred to complete the projects. The estimation of cost to complete involves exercise of significant judgement by the management and assessment of project data, making forecasts and assumptions.
This has been considered as a key audit matter given the involvement of management judgement and any variation have consequential impact on the recognised revenue.
How our audit addressed the key audit matter
We have performed the following procedures among others :
a) Understood and evaluated the design and tested the operating effectiveness of controls around estimation of costs to complete including the review and approval of estimated project cost.
b) Verified the contracts on test check basis entered by the Company for the consideration and relevant terms and conditions relating to variations to the cost.
c) Obtained computation of estimated costs to complete and the percentage of project completion and verified the same against the contractual terms and the work orders placed with vendors.
d) Verified original invoices, purchase orders, receipts etc. for the actual costs incurred upto the year end date.
e) Discussed the status of the projects with the Companyâs project management team and evaluated the reasonableness of the estimates made by the management of costs to be incurred for completion of the respective projects.
f) Verified the revision in total cost of the contracts by comparing the management estimates revised during the current year with the estimate made in earlier years and obtained reasons for such revision, including verification of correspondence with the vendors in case of renegotiation of prices with them and the approvals for the same.
Based on the above procedures performed, we considered the managementâs estimation of cost to complete the project to be reasonable.
Other information
7. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Directorâs report and management discussion analysis, 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 in the 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.
Responsibilities of management and those charged with governance for the financial statements
8. 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 standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
9. 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. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.
Auditorâs responsibilities for the audit of the financial statements
10. 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.
11. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstance. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements 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.
12. 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.
13. 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.
14. 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
15. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
16. 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), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
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 Aâ
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 the impact of pending litigations on its financial position in its financial statements - Refer Note 43 to the financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 20 and Note 21 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 during the year ended March 31, 2019.
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.
Annexure A to independent Auditorsâ Report
Referred to in paragraph 16(f) of the independent Auditorsâ Report of even date to the members of TRF Limited on the standalone financial statements for the year ended March 31, 2019
Report on the internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to financial statements of TRF Limited (âthe Companyâ) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for internal Financial Controls
2. 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorsâ Responsibility
3. Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (theâGuidance Noteâ) and the Standards on Auditing 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 with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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.
5. 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 with reference to financial statements.
Meaning of internal Financial Controls with reference to financial statements
6. A companyâs internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial controls with reference to financial statements 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 with reference to financial statements
7. Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements 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.
Annexure B to independent Auditorsâ Report
Referred to in paragraph 15 of the independent Auditorsâ Report of even date to the members of TRF Limited on the standalone financial statements as of and for the year ended March 31, 2019
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note 3 on fixed assets to the financial statements, are held in the name of the Company.
ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
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), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.
We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of professional tax and goods and service tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, duty of customs, cess and other material statutory dues, as applicable, with the appropriate authorities. Also refer note 43 to the financial Statements regarding managementâs assessment on certain matters relating to provident fund.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of value added tax, duty of customs, duty of excise and goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax and service tax as at March 31, 2019 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where the dispute is pending |
Income Tax laws |
Income Tax |
1,836.73 |
A.Y 2005-06, A.Y 2011-12 and A.Y 2012-13 |
Appellate authority - Tribunal level |
Income Tax laws |
Income Tax |
281.34 |
A.Y 2005-06, A.Y 2006-07 |
Assistant Commissioner |
Income Tax laws |
Income Tax |
2,168.99 |
A.Y 2013-14, A.Y 2014-15 |
CIT (A) |
Sales Tax Act |
Sales tax |
4,051.38 |
1996-99, 2006-07, 2010-2018 |
Appellate authority - upto commissioner level |
Sales Tax Act |
Sales tax |
636.64 |
2008-12, 2013-2014, |
Appellate authority - Tribunal level |
Service Tax Laws |
Service Tax |
4,255.73 |
2009-16 |
Appellate authority - Tribunal level |
Service Tax Laws |
Service Tax |
165.16 |
2003-07, 2015-17 |
Appellate authority - upto commissioner level |
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.
ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the 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 case by the Management.
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. The managerial remuneration paid/provided is subject to approval of shareholders in the Annual General Meeting of the Company.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.
xiv. The Company has made a preferential allotment of shares during the year under review, in compliance with the requirements of Section 42 of the Act. The amounts raised have been used for the purpose for which funds were raised.
xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E 300009
Chartered Accountants
Sougata Mukherjee
Place: Kolkata, Partner
Date: April 15, 2019 Membership Number 057084
Mar 31, 2018
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying standalone financial statements of TRF Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS Financial Statements
2. 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 Ind AS financial statements to 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 specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunder including 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.
5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10)of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of loss and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter
9. We draw your attention to the following matters:
a) Note No. 11(1) to the Financial Statements, with respect to retention money receivable amounting to Rs. 24058.87 Lakhs as at March 31, 2018, included under Trade receivable, which are realizable subject to completion of the performance guarantee tests as per the terms of the contracts.
b) Note No. 43.02 to the Financial Statements with respect to the losses incurred by the company and erosion of its net worth and preparation of the financial results on going concern assumption, based on the reasons / assumptions stated in the aforesaid note. The company''s continuing as a going concern is dependent on generation of the expected cash flows to be able to meet its obligations as and when they arise, for which an uncertainty exists.
c) Note No. 43.03 of the Financial Statements, with respect to estimation by the management of the cost to complete the contracts based on estimates/ assumptions which could be subject to variation, which is presently not ascertainable
d) Note No. 43.04 to the Financial Statements, with respect to receivable from a customer, currently under insolvency proceedings under Insolvency and Bankruptcy Code 2016, aggregating to Rs. 820.52lakhs included under trade receivables, which the company considers good and recoverable for the reasons stated in the aforesaid note and accordingly considers the carrying amount of the same as appropriate.
Our opinion is not qualified in respect of these matters
Other Matter
10. The Ind AS financial statements of the Company for the year ended March 31, 2017, were audited by another firm of chartered accountants under the Companies Act, 2013 who, vide their report dated May 23, 2017, expressed an unmodified opinion on those financial statements. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. 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), the Cash Flow Statement 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 standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
(g) With respect to the 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 knowledge and belief and according to the information and explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements - Refer Note 42 and 43.04;
ii. The Company has made provision as atMarch31, 2018, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts -Refer Note 2.04 (ii), 2.17.07 & 34;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018;
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018
Annexure A to Independent Auditors'' Report
Referred to in paragraph 12(f) of the Independent Auditors'' Report of even date to the members of TRF Limited on the standalone financial statements for the year ended March 31,2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls over financial reporting of TRF Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing 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.
4. 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. 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
6. 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 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 company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. 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
8. 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, 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 Independent Auditors'' Report
Referred to in paragraph 11 of the Independent Auditors'' Report of even date to the members of TRF Limited on the standalone financial statements as of and for the year ended March 31, 2018
i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of immovable properties, as disclosed in Note: 3on fixed assets to the financial statements, are held in the name of the Company.
ii. The physical verification of inventory have been conducted at reasonable intervals by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records was not material.
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), (iii)(a), (iii)(b) and (iii)(c) 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 in the current year. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.
We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of professional tax and tax collected at source, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, sales tax, income tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017and other material statutory dues as applicable, with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs and goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax and excise duty as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where the dispute is pending |
Income Tax Laws |
2437.99 |
2004-07, 2011-14 |
Appellate Authority-Tribunal Level |
|
Income Tax |
2698.69 |
1990-91, 1993-94, 1998-99, 2004-06, 2008-12 |
Appellate Authority-Upto Commissioner''s Level |
|
1663.12 |
2006-07, 2008-12, 2013-14 |
Appellate Authority-Tribunal Level |
||
Sales Tax Act |
Sales Tax |
884.55 |
1996-99, 2006-08, 2011-15 |
Appellate Authority-Upto Commissioner''s Level |
Name of the statute |
Nature of dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where the dispute is pending |
Excise Duty Laws |
Excise Duty |
1316.63 |
2006-15 |
Appellate Authority-Tribunal Level |
75.86 |
2009-12, 2015-17 |
Appellate Authority-Upto Commissioner''s Level |
||
Service Tax Laws |
Service Tax |
2895.07 |
2005-06, 2007-12 |
Appellate Authority-Tribunal Level |
207.17 |
2002-05, 2006-07, 2009-17 |
Appellate Authority-Upto Commissioner''s Level |
viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.
ix The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the 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 case by the Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 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 (IndAS) 24, Related Party Disclosures specified under Section 133 of the Act.
xiv. 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 provisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the 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. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304056E/E 300009
Chartered Accountants
Sougata Mukherjee
Place: Jamshedpur, Partner
Date: April 24, 2018 Membership Number 057084
Mar 31, 2017
To The Members of TRF Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of TRF Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.
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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting 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 of the standalone Ind AS 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 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 standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date. Emphasis of Matters
We draw attention to the following matters in the Notes to the standalone Ind AS financial statements:
a) Note No. 3.04 (ii), with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the Management based on current technical data, forecast and estimate of net expenditure to be incurred in future which is based on purchase orders or future firm commitments which Management has confirmed are enforceable over the period of the contracts. Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts.
b) Footnote 1 to Note No. 13 with respect to retention money receivable Rs. 24,903.02 lakhs as at 31st March, 2017 (31st March 2016: Rs 25,519.10 lakhs), shown under trade receivables, which are receivable on the completion of the performance guarantee tests as per the terms of the contract.
c) Note No. 45.02 which states that the accompanying financial statements for the year ended 31st March, 2017have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses, has accumulated losses of Rs. 20,434.96 lakhs, and excess of net current liabilities of Rs. 21,416.77 lakhs over current assets as of31st March, 2017.TheCompanycontinuing as going concern is dependent on the Company''s ability to successfully complete existing contracts and generate cash flows from operations including realization of retention money receivable to be able to meet its obligations as and when they arise in the twelve month period from the date of these financial statements.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and, to the extent applicable 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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133oftheAct.
e) On the basis of the written representations received from the directors as on 31st March, 2017taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
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, 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 No. 44 to the financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 22 to the financial statements.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.0.3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016; and such disclosures are in accordance with the books of accounts maintained by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE "A"TO THE INDEPENDENTAUDITOR''S REPORT
(Referred to in paragraph 1(g)under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting 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 TRF Limited ("the Company") as of March 31,2017 in conjunction with our audit of the standalone/standalone Ind AS (retain as applicable) financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor''s 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 Note") 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 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, to the best of our information and according to the explanations given to us and having regard to the nature of the contracts fully described in Note 3.04(ii) to the standalone financial statements, 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 31,2017, 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.
ANNEXUREBTOTHE INDEPENDENTAUDITOR''S REPORT
(Referred to in paragraph 2 underreport on Other Legal and Regulatory Requirements âsection of our report of even date)
Report on Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11)of the Companies Act, 2013(''the Act'') of TRF Company Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) With respect to immovable properties of land and buildings that are freehold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date. In respect of immovable properties of self constructed buildings on leasehold land which are disclosed as fixed assets in the financial statements, the land lease agreement is in the name of the Company, where the Company is the lessee in the agreement.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(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 Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv) of the CARO 2016 is not applicable.
(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees âState Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31,2017on account of disputes are given below:
Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the amount relates |
Amount involved (Rs. in Lakhs) |
Income Tax Laws |
Income Tax |
Appellate Authority- Tribunal Level |
1991-96 1999-00 2005-09 |
1,700.59 |
Appellate Authority- Commissioner (Appeals) |
2005-07 2009-14 |
2,802.12 |
||
Sales Tax Laws |
Sales Tax |
Appellate Authority-Tribunal Level |
2006-07 2008-12 2013-14 |
1,663.126 |
Appellate Authority-Joint Commissioner (Appeal) |
2006-07 2011-15 |
661.89* |
||
Appellate Authority- Deputy Commissioner (Appeal) |
2005-06 2007-08 2013-14 |
118.56 |
||
Appellate Authority-Asst. Commissioner (Appeal) |
1996-99 |
70.21 |
||
Service Tax Laws |
Service Tax |
Appellate Authority- Tribunal Level |
2006-12 |
3,700.767 |
Appellate Authority-Commissioner (Appeal) |
2009-16 2002-07 |
139.34** |
||
Appellate Authority-Additional Commissioner |
2003-05 |
98.69 |
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177and188 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 etc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(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 with him and hence provisions of section 192 of the Companies Act, 2013are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm''s Registration No. 302009E)
Rupen K. Bhatt (Partner)
Kolkata, May 23, 2017. (Membership No. 046930)
Mar 31, 2016
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of TRF LIMITED ("the Company"), 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 the significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors are 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 prescribed under section 133 of the Act, as applicable. 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 and the Order under section 143(11)of the Act.
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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016,and its loss and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
i) Note No. 2.10 (ii)of the standalone financial statements, with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the Management based on current technical data, forecast and estimate of net expenditure to be incurred in future based on current cost and on the basis of purchase orders or future firm commitments which Management has confirmed are enforceable over the period of the contracts. Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts.
ii) Footnote under Note No. 16with respect to retention money receivable Rs. 25,519.10 lacs as at 31st March, 2016 (31st March 2015: Rs 27,639.92 lacs) shown under trade receivables which are receivable on the completion of the performance guarantee tests as per the terms of the contract.
iii) Note No. 27.11 and 27.12which states that the accompanying financial statements for the year ended 31st March, 2016 have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses, has accumulated losses of Rs.17,407.58 lacs, and excess of net current liabilities of Rs. 9,130.98 lacs over current assets as of 31st March, 2016. The Company continuing as going concern is dependent on the Company''s ability to successfully complete existing contracts and generate cash flows from operations including realization of retention receivable to be able to meet its obligations as and when they arise in the twelve month period from the date of these financial statements.
The Company has during the year filed a rehabilitation scheme with BIFR.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.
e) The going concern matter described in sub-paragraph (iii) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016from 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 A". 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 the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note No. 27.01 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts-Refer Note No. 8 to the standalone financial statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
(Referred to in paragraph 2 under'' Report on Other Legal and Regulatory Requirements'' section of our report of even date)
Report on Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11)of the Companies Act, 2013 (''the Act'') of TRF Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fixed assets to coverall the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) With respect to immovable properties of buildings that are free hold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed/transfer deed / conveyance deed provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date. In respect of immovable properties of self-constructed buildings on leasehold land which are disclosed as fixed assets in the financial statements, the land lease agreement is in the name of the Company, where the Company is the lessee in the agreement.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(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 Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provided guarantees and hence reporting under clause (iv) of the CARO 2016 is not applicable.
(v) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1)of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees âState Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees âState Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31,2016fora period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31,2016on account of disputes are given below:
Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the amount relates |
Amount involved (Rs. in Lacs) |
Income Tax Laws |
Income Tax |
Appellate Authority- Tribunal Level |
1991-96 1999-00 2005-09 |
1,700.17 |
Appellate Authority- Commissioner (Appeals) |
2005-07 2009-13 |
1,203.57 |
||
Sales Tax Laws |
Sales Tax |
Appellate Authority- Tribunal Level |
2006-07 |
8.81 |
Appellate Authority-Commissioner (Appeal) |
2006-11 |
10,339.38 |
||
Appellate Authority-Joint Commissioner (Appeal) |
2006-07 2008-13 |
6,375.90 |
||
Appellate Authority- Deputy Commissioner (Appeal) |
2005-06 2007-08 2013-14 |
297.34 |
||
Appellate Authority-Asst. Commissioner (Appeal) |
1996-99 |
70.21 |
||
Service Tax Laws |
Service Tax |
Appellate Authority- Tribunal Level |
2006-12 |
3,851.09 |
Appellate Authority-Commissioner (Appeal) |
2002-07 |
19.70 |
||
Appellate Authority-Additional Commissioner |
2003-05 |
98.69 |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures.
(ix) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were raised.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company 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 mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177and188 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 etc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(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 of its subsidiary or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm''s Registration No. 302009E)
Rupen K. Bhatt
(Partner)
Kolkata, May16, 2016. (Membership No. 046930)
Mar 31, 2015
We have audited the accompanying standalone financial statements of TRF
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31,2015, the Statement of Profit and Loss, the Cash Flow Statement for
the year then ended, and a summary of the significantaccounting
policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement,whether due to fraudor error.
Auditors'Responsibility
Our responsibilityis to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act.Those Standards require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness ofthe accounting policies used and the reasonableness
of the accounting estimates madebytheCompany'sDirectors,aswell as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its loss and its cash flows for the year ended
on that date.
Emphasis of Matter
(i) We draw attention to Note No. 2.10 (ii) of the standalone financial
statements, with respect to total contract cost being ascertained based
on the contract costs incurred and cost to completion of contracts
which is arrived at by the management based on current technical data,
forecast and estimate of net expenditure to be incurred in future based
on current cost.
Owing to the technical nature of the contracts, we have relied on the
management estimates relating to the technical aspects/components and
other technical inputs/matters considered in the determination of
expected cost to completion of the contracts. Further, contract costs
have been estimated by management with use of external project
consulting experts and on the basis of purchase orders or future firm
commitments which Management has confirmed are enforceable overthe
period of the contracts.
(ii) We draw attention to footnote under Note No. 17 with respect to
retention moneys receivable Rs. 27,639.92 lac as at March 31, 2015
which are realisable on the completion of the performance guarantee
tests as per the terms of the contract.
(iii) We draw attention to Note No. 28.12 which states that the
accompanying financial statements for the year ended March 31, 2015
have been prepared assuming that the Company will continue as a going
concern. The Company has incurred recurring losses, has accumulated
losses of Rs. 16,940.22 lacs, and excess of net current liabilities of
Rs. 5,798.88 lacs over current assets as of March 31, 2015. The Company
continuing as going concern is dependent on the Company's ability to
successfully complete existing contracts and generate cash flows from
operations including realisation of retention receivable to be able to
meet its obligations as and when they arise in the twelve month period
from the date of these financial statements.
Our report is not modified on the above matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified
inparagraphs3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required bylaw have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7of the Companies (Accounts) Rules, 2014.
e) The going concern matter described in sub-paragraph (iii) under the
Emphasis of Matters paragraph above, in our opinion, may have an
adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the
directors as on March 31,2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164(2) of the
Act.
g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note No. 28.01
to the financial statements;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts - Refer Note No.
8 to the financial statements;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
management in accordance with a regular program of verification of
fixed assets over a period of three years which, in our opinion,
provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanations
given to us, no material discrepancies were noticed on such
verification.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification. Further in our opinion and according to the information
and explanations given to us, having regard to the nature of inventory
of contracts in progress, the procedures of physical verification by
way of site visits by the Management and certification of extent of
work completion by competent persons, are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(iii) According to the information and explanations given to us, the
Company has not granted any loans secured or unsecured to
companies,firmsorother parties covered by the register maintained under
section 189 of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with size of the Company
and the nature of its business with regard to purchases of inventory
and fixed assets and the sale of goods and services. During the course
of our audit, we have not observed any major weaknesses in internal
control system.
(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
73 to 76 or any other relevant provisions of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014, as amended,
with regard to the deposits accepted. According to the information and
explanations given to us, no order has been passed by the Company Law
Board or the National Company Law Tribunal or the Reserve Bank of India
or any Court or any other Tribunal.
(vi) In our opinion and according to the information and explanations
given to us,the Central Government has not specified the maintenance of
cost records under subsection (1) of Section 148 of the Companies Act,
2013 for the products and services of the Company.
(vii) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Income- Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax,
Cess and other material statutory dues applicable to it with the
appropriate authorities. We are informed that the Employees State
Insurance Act, 1948 is applicable to one location and in respect of
this location, where contributions have been deducted/ accrued in the
books of account by the Company, these have been regularly deposited
during the year with the appropriate authorities. We are also informed
that in respect of certain locations application for exemptions from
operation of Employees State Insurance Act, 1948 that was made has been
rejected by the Department of Labour, Government of Jharkhand. The
Company has filed an appeal with the High Court of Jharkhand at
Ranchiagainst the demand order.
(b) There were no undisputed amounts payable inrespect of Provident
Fund,Income-Tax, SalesTax,WealthTax, Service Tax, Custom Duty, Excise
Duty, Value Added Tax, Cess and other material statutory dues in
arrears as at March 31, 2015 for a period of more than six months from
the date they became payable except for Sales Tax Rs 10.53 lacs which
has since been paid.
(c) Details of dues Of Income-Tax, Sales Tax, Service Tax, Excise Duty,
Value Added Tax and Cess which have not been deposited as on March 31,
2015 on accountof disputes are given below:
Statute Nature of Forum where dispute is pending
Dues
Income-Tax Laws Income Tax Appellate Authority-Tribunal Level
Appellate Authority-Commissioner
(Appeals)
Sales Tax Laws Sales Tax Appellate Authority-Tribunal Level
Appellate Authority-Commissioner
(Appeal)
Appellate Authority-Joint
Commissioner
(Appeal)
Appellate Authority- Deputy
Commissioner
(Appeal)
Appellate Authority-Asst.
Commissioner
(Appeal)
Service Tax Service Tax Authority-Tribunal Level
Laws
Appellate Authority-Commissioner
(Appeal)
Appellate Authority-Additional
Commissioner
Statute Period to which Amount
the amount Involved
relates (Rs. In Lacs)
Income-Tax Laws 2007-09 2,202.42
2005-06 to 2012-13 939.32
Sales Tax Laws 2008-09 & 2010-11 9,671.57
2007-08 & 2010-11 5,162.46
2006-07 ,2009-10,
2010-11 & 2011-12 5,159.71
2005-06 2,220.01
1996-99 70.21
Service Tax 2005-12 1,292.26
Laws
2002-07 19.70
2003-05 98.69
(d) The Company has been generally regular in transferring amounts to
the Investor Education and Protection Fund in
accordancewiththerelevantprovisionsoftheCompaniesAct,1956(1
of1956)andRulesmadethereunderwithintime.
(viii) The accumulated losses of the Company at the end of the
financial year are not less than fifty percent of its net worth and the
Company has incurred cash losses during the financial year covered by
our audit and the Company has not incurred cash losses in the
immediately preceding financial year.
(ix) In our opinion and according to information and explanations given
to us, the Company has not defaulted in repayment of dues to financial
institutions and banks. The Company has not issued any debentures.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not, prima facie, prejudicial to the interests of the Company.
(xi) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 302009E)
Abhijit Bandyopadhyay
(Partner)
(Membership No. 054785)
Kolkata, August 14,2015
Mar 31, 2014
We have audited the accompanying financial statements of TRF LIMITED
("the Company"), which comprise the Balance Sheet as at 31st March,
2014, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of the significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards notified under the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs) and in accordance with the accounting principles generally
accepted in India. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
We draw attention to Note No.2.10 (ii) of the financial statements,
with respect to total contract cost being ascertained based on the
contract costs incurred and cost to completion of contracts which is
arrived at by the management based on current technical data, forecast
and estimate of net expenditure to be incurred in future. Owing to the
technical nature of the contracts, we have relied on the management
estimates relating to the technical aspects/components and other
technical inputs/matters considered in the determination of expected
cost to completion of the contracts.
Our report is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate
Affairs).
(e) On the basis of the written representations received from the
directors as on 31st March, 2014 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2014
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) "Having regard to the nature of the Company''s business / activities
/ results during the year, clauses (xiii) and (xiv) of paragraph 4 of
the Order are not applicable to the Company."
(ii) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets.
(b) The Company has a program of verification of fixed assets to cover
all the items in a phased manner over a period of three years which, in
our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. Pursuant to the program, certain assets have
been verified by the management during the year. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion; do
not constitute a substantial part of the fixed assets of the Company.
(iii) (a) As explained to us, the inventories were physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business. Further in our
opinion and according to the information and explanations given to us,
having regard to the nature of inventory of contracts in progress, the
procedures of physical verification by way of site visits by the
Management and certification of extent of work completion by competent
persons, are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) According to the information and explanations given to us, the
Company has neither granted not taken any loans secured or unsecured
to/from companies, firms or other parties covered by the register
maintained under section 301 of the Companies Act, 1956.
(v) In our opinion and according to the information and explanations
given to us, and having regard to the explanations that some of the
items purchased are of special nature and suitable alternative sources
are not readily available for obtaining quotations, there is an
adequate internal control system commensurate with size of the Company
and the nature of its business with regard to purchases of inventory
and fixed assets and the sale of goods and services. During the course
of our audit, we have not observed any major weaknesses in internal
control system.
(vi) In respect of contracts or arrangements entered in the register
maintained in pursuance of section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in section
301 that needed to be entered in the register maintained under the said
section have been so entered.
(b) Where each of such transactions is in excess of Rs. 5 lakhs in
respect of any party, having regard to our comment in paragraph (v)
above, the transactions have been made at prices which are prima facie
reasonable in respect to the prevailing market prices at the relevant
time.
(vii) According to the information and explanations given to us, the
Company has not accepted any deposit from the public during the year.
(viii) In our opinion, the internal audit functions carried out during
the year by an external agency appointed by the management have been
commensurate with the size of the Company and the nature of its
business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(x) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other material statutory dues applicable to
it with the appropriate authorities. We are informed that the Employees
State Insurance Act, 1948 is applicable to certain locations only and
in respect of such locations, where contributions have been deducted/
accrued in the books of account by the Company, these have been
regularly deposited during the year with the appropriate authorities.
We are also informed that application seeking exemption from the
provisionsof Employees State Insurance Act, 1948has been rejected for
the calendar year 2001-2011 vide letter no 93 dated January 18, 2012.
The Company has filed an appeal with the High court of Jharkhand. In
the absence of any demand, the amount is not quantifiable.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education and Protection Fund, Income-Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
material statutory dues in arrears as at March 31, 2014 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income-Tax, Sales Tax, Service Tax and Excise
Duty which have not been deposited as on March 31, 2014 on account of
disputes are given below:
Statute Nature of Forum where dispute
is pending Period to which Amount
Dues the amount Involved
relates (Rs. In
Lakhs)
Income-Tax
Laws Income Tax Appellate Authority-
Tribunal Level 1991-96 and 801.21
2005-07
Appellate Authority-
Commissioner (Appeal) 2007-11 895.26
Sales Tax
Laws Sales Tax Appellate Authority-
Tribunal Level 2006-07 73.63
Appellate Authority-
Commissioner (Appeal) 2006-11 1,540.07
Appellate Authority-
Joint Commissioner 2005-11 18,968.19
(Appeal)
Appellate Authority-
Deputy Commissioner 2005-06 8.88
(Appeal)
Appellate Authority-
Asst. Commissioner 1996-99 70.21
(Appeal)
Service
Tax Laws Service Tax Appellate Authority-
Tribunal Level 2002-12 875.26
Appellate Authority-
Additional Commissioner 2003-05 98.69
Appellate Authority-
Joint Commissioner 2002-07 19.69
Excise
Duty Laws Excise Duty Appellate Authority-
Asst. Commissioner 1992-93 10.17
(Appeal)
There are no dues of Wealth Tax, Customs Duty and Cess which have not
been deposited as on March 31, 2014 on account of any dispute.
(xi) The accumulated losses of the Company at the end of the financial
year did not exceed fifty percent of its net worth and the Company has
not incurred cash losses during the current financial year covered by
our audit. However, the Company had incurred cash losses in the
immediately preceding financial year.
(xii) In our opinion and according to information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks and financial institutions. There are no debentures issued by the
Company.
(xiii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and any other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prima facie prejudicial to the interests of the Company.
(xv) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.
(xvi) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
(xvii) The Company has not made preferential allotment of shares to
parties and companies, covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
(xviii) The Company has not issued any debentures during the year.
(xix) The Company has not raised funds by way of public issue during
the year.
(xx) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm''s Registration No. 302009E)
Abhijit Bandyopadhyay
(Partner)
(Membership No. 054785)
Kolkata, 02 May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of TRF LIMITED
("the Company"), which comprise the Balance Sheet as at 31a March,
2013, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of the significant accounting
policies and other explanatory information.
Management''s Responsibility for the Financial Statements
The Company''s Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in Section 211(3C)
of the Companies Act, 1956 ("the Act") and in accordance with the
accounting principles generally accepted in India. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
(b) in the case of the Statement of Profit and Loss, of the loss of the
Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Emphasis of Matter
We draw attention to Note No.1 (j), with respect to total contract cost
being ascertained based on the contract costs incurred and cost to
completion of contracts which is arrived at by the management based on
current technical data, forecast and estimate of net expenditure to be
incurred in future. Owing to the technical nature of the contracts, we
have relied on the management estimates relating to the technical
aspects/components and other technical inputs/matters considered in the
determination of expected cost to completion of the contracts.
Our report is not qualified in this regard.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government in terms of
Section 227(4A) of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
referred to in Section 211(3C) of the Act.
(e) On the basis of the written representations received from the
directors as on 31st March, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2013
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
(i) Having regard to the nature of the Company''s business, clauses
(vi), (xiii) and (xiv) of CARO are not applicable.
(ii) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of the fixed
assets.
(b) The fixed assets were physically verified during the year by the
management in accordance with a regular program of verification of
fixed assets over a period of three years and in accordance therewith,
Furniture and Fixtures, Office equipment and Laboratory equipment have
been verified by the management during the year. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company.
(iii) (a) As explained to us, the inventories were physically verified
during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business. Further in our
opinion and according to the information and explanations given to us,
having regard to the nature of inventory of contracts in progress, the
procedures of physical verification by way of site visits by the
Management and certification of extent of work completion by competent
persons, are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) (a) According to the information and explanations given to us, the
Company has not taken any loans secured or unsecured from companies,
firms or other parties covered by the register maintained under section
301 of the Companies Act,
1956.
(b) According to the information and explanations given to us, the
Company has granted loans aggregating Rs. 1,014.30 lakhs to its wholly
owned subsidiary during the year. As at 31st March, 2013, the
outstanding balances of such loans aggregated Rs. 8,456.21 lakhs
(including interest accrued Rs. 627.64 lakhs) and the maximum amount
involved during the year was Rs. 8,456.21 lakhs. The rate of interest
and other terms and conditions of such loans are, in our opinion, prima
facie not prejudicial to the interest of the Company.
(v) In our opinion and according to the information and explanations
given to us, and having regard to the explanations that some of the
items purchased are of special nature and suitable alternative sources
are not readily available for obtaining quotations, there is an
adequate internal control system commensurate with size of the Company
and the nature of its business with regard to purchases of inventory
and fixed assets and the sale of goods and services. During the course
of our audit, we have not observed any major weaknesses in internal
control system.
(vi) In respect of contracts or arrangements entered in the register
maintained in pursuance of section 301 of the Companies Act,
1956, to the best of our knowledge and belief and according to the
information and explanations given to us:
(a) The particulars of contracts or arrangements referred to in section
301 that needed to be entered in the register maintained under the said
section have been so entered.
(b) Where each of such transactions is in excess of Rs. 5 lakhs in
respect of any party, having regard to our comment in paragraph (v)
above, the transactions have been made at prices which are prima facie
reasonable in respect to the prevailing market prices at the relevant
time.
(vii) In our opinion, the internal audit functions carried out during
the year by an external agency appointed by the management have been
commensurate with the size of the Company and the nature of its
business.
(viii) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the _ opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(ix) According to the information and explanations given to us in
respect of statutory and other dues:
(a) The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Investor Education and
Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other material statutory dues applicable to
it with the appropriate authorities. We are informed that the Employees
State Insurance Act, 1948 is applicable to certain locations only and
in respect of such locations, where contributions have been deducted /
accrued in the books of account by the Company, these have been
regularly deposited during the year with the appropriate authorities.
We are also informed that in respect of certain locations application
for exemptions from operation of Employees State Insurance Act, 1948
has been made, which are pending approval by the authorities.
(b) There were no undisputed amounts payable in respect of Provident
Fund, Investor Education And Protection Fund, Income-Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
material statutory dues in arrears as at 31st March, 2013 for a period
of more than six months from the date they became payable.
(x) The accumulated losses of the Company at the end of the financial
year did not exceed fifty percent of its net worth (determined before
adjusting for accumulated losses) and the Company has not incurred cash
losses during the previous financial year. However, the Company has
incurred cash losses during the current financial year.
(xi) In our opinion and according to information and explanations given
to us, the Company has not defaulted in repayment of dues to banks and
financial institutions. There are no debentures issued by the Company.
(xii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and any other securities.
(xiii) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prima facie prejudicial to the interests of the Company.
(xiv) In our opinion and according to the information and explanations
given to us, the term loans have been applied by the Company during the
year for the purposes for which they were obtained, other than
temporary deployment pending application.
(xv) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
(xvi) The Company has not made preferential allotment of shares to
parties and companies, covered in the register maintained under Section
301 of the Companies Act, 1956 during the year
(xvii) The Company has not issued any debentures during the year.
(xviii) The Company has not raised funds by way of public issue during
the year.
(xix) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
Registration No. 302009E
R. A. BANGA
(Partner)
Kolkata, 14thMay, 2013 Membership No. 37915
Mar 31, 2012
1. We have audited the attached Balance Sheet of TRF Limited ("the
Company"), as at March 31, 2012, the Statement of Profit and Loss and
the Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(i) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books ;
(iii) the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(iv) in our opinion, the Balance Sheet, the Statement of Profit and
Loss and the Cash Flow Statement dealt with by this report are in
compliance with the Accounting Standards referred to in Section 211(3C)
of the Companies Act, 1956;
(v) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from the
Directors as on March 31, 2012 taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of Section
274(1) (g) of the Companies Act, 1956.
Annexure to the Auditors' Report
(Referred to in paragraph 3 of our report of even date)
(i) Having regard to the nature of the Company's business, clauses
(xiii) and (xiv) of CARO are not applicable.
(ii) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of the fixed
assets.
(b) The fixed assets were physically verified during the year by the
management in accordance with a regular program of verification of
fixed assets over a period of three years and in accordance therewith
Plant and Machinery and Computer Software have been verified by the
management during the year. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company.
(iii) (a) As explained to us, the inventories were physically verified
during the year by the management at reasonable intervals.
(b) I n our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) (a) According to the information and explanations given to us, the
Company has not taken any loans secured or unsecured from companies,
firms or other parties covered by the register maintained under
section 301 of the Companies Act, 1956.
(b) According to the information and explanations given to us, the
Company has granted interest free loans aggregating Rs. 5,687.79 lakhs
to its wholly owned foreign subsidiary during the year. As at March 31,
2012, the outstanding balances of such loans aggregated Rs. 6,340.35
lakhs and the maximum amount involved during the year was Rs. 6,340.35
lakhs. The loans being given to a wholly owned foreign subsidiary, in
our opinion, the terms and conditions of the loan are not prejudicial
to the interest of the Company.
(v) In our opinion and according to the information and explanations
given to us, and having regard to the explanations that some of the
items purchased are of special nature and suitable alternative sources
are not readily available for obtaining quotations, there is an
adequate internal control system commensurate with size of the Company
and the nature of its business with regard to purchases of inventory
and fixed assets and the sale of goods and services. During the course
of our audit, we have not observed any continuing failure to correct
major weaknesses in internal control system.
(vi) In respect of contracts or arrangements entered in the register
maintained in pursuance of section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in section
301 that needed to be entered in the register maintained under the said
section have been so entered.
(b) Where each of such transactions is in excess of Rs. 5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
(vii) The Company has not accepted any deposits from the public and
hence the directives issued by the Reserve Bank of India and the
provisions of sections 58A and 58AA of the Act and the rules framed
there under are not applicable to the Company.
(viii) In our opinion, the internal audit function carried out during
the year by a firm of Chartered Accountants appointed by the management
has been commensurate with the size of the Company and the nature of
its business.
(ix) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that prima facie the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
(x) According to the information and explanations given to us in
respect of statutory and other dues:
(a) The Company has generally been regular in depositing undisputed
dues, including provident fund, investor education and protection fund,
income-tax, sales tax, wealth tax, service tax, custom duty, excise
duty, cess and other material statutory dues applicable to it with the
appropriate authorities. We are informed that the Employees State
Insurance Act, 1948 is applicable to certain locations only and in
respect of such locations, where contributions have been deducted/
accrued in the books of account by the Company, these have been
regularly deposited during the year with the appropriate authorities.
We are also informed that in respect of certain locations application
for exemptions from operation of Employees State Insurance Act, 1948
has been made, which are pending approval by the authorities.
(b) There were no undisputed amounts payable in respect of income tax,
service tax, wealth tax, customs duty, excise duty and cess and other
material statutory dues in arrears as at March 31, 2012 for a period of
more than six months from the date they became payable except for
professional tax Rs. 0.03 lakhs and tax collection at source Rs. 0.01
lakhs which has since been paid.
(c) Details of dues of income-tax, sales tax, service tax and excise
duty which have not been deposited as on March 31, 2012 on account of
disputes are given below:
Sl. Statute Nature of
Dues Forum where
dispute is Period to Amount
No. pending which the Involved
amount (Rs. in
relates lakhs)
1. Sales Tax Works
Contract Tax Asst. Commissioner
Commercial Taxes, 1998-99 4.91
Tribunal at Cuttack
Local sales
tax on Asst. Commissioner
Commercial Taxes, 1996-97 65.30
sale in
transit Ernakulum &1997-98
Non-
submission
of Deputy Commissioner
(Appeals), Durg 2005-06 8.88
Form 29
Non-
submission
of Joint Commissioner
Commercial Taxes, 2006-07 15.86
"C" Forms Kolkata
Non-
submission
of Appellate Tribunal,
Ranchi 2006-07 8.81
JVAT Forms
Non-
submission
of Joint Commissioner
Commercial Taxes 2008-09 37.13
"C" Forms (Appeal),
Jamshedpur
2. Excise
Duty &
Wrong
availment of Asst. Commissioner
Central Excise 1992-1993 10.17
Service
Tax Modvat
Credit Custom & Service tax
Levy of
Service Tax CESTAT, Kolkata 2005-06 to 63.16
under the
head 2006-07
commissioning
and
installation
services'
in the
capacity of
sub-
contractor
Non-payment
of Additional
Commissioner, 2003-04 98.69
service tax
calculated Service Tax,
Kolkata &2004-05
as per
segment
report
Levy of
service
tax on Commissioner
Central Excise
(Appeals), 2002-03 19.70
job
executed
as Works Kolkata to 2006-07
Contract
3. Income Tax Disallowance
of certain Income Tax
Appellate
Tribunal 1991-92to 1,120.04
expenses
and levy of 1995-96
interest on
shortfall 2005-06 &
of payment
of tax 2006-07
Disallowance
of certain Commissioner of
Income Tax 1991- 92
to 1,703.82
expenses and
levy of (Appeals) 1994-95
interest on
shortfall 2007-08 to
of payment
of tax 2010-11
According to the information and explanations given to us, there are no
dues of wealth tax, customs duty, and cess as on March 31, 2012 which
have not been deposited by the Company on account of any dispute.
(xi) The Company does not have accumulated losses as at March 31, 2012
and has not incurred cash losses during the financial year ended on
that date and in the immediately preceding financial year.
(xii) In our opinion and according to information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks and financial institutions. There are no debentures issued by the
Company.
(xiii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and any other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prima facie prejudicial to the interests of the Company.
(xv) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
(xvi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used for
long term investments.
(xvii) The Company has not made preferential allotment of shares to
parties and companies, covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
(xviii) The Company has not issued any debentures during the year.
(xix) The Company has not raised funds by way of public issue during
the year.
(xx) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
significant fraud on or by the company, noticed or reported during the
year nor have we been informed of such case by the management.
For DELOITTE HASKINS & SELLS
Chartered Accountants
Registration No.302009E
R. A. BANGA
Partner
Kolkata, May 8, 2012 Membership No: 37915
Mar 31, 2011
1. We have audited the attached Balance Sheet of TRF Limited ("the
Company"), as at March 31, 2011, the Profit and Loss Account and the
Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto. These financial statements are the responsibility
of the Companys Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. Without qualifying our report, attention is invited to note (i) of
Schedule 19 forming part of the financial statements regarding that the
Company has paid Managerial Remuneration aggregating Rs. 39.33 lakhs to
the Managing Director for the year which is subject to the approval of
the Central Government;
4. As required by the Companies (Auditors Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
5. Further to our comments in paragraph 3 and the Annexure referred to
in paragraph 4 above, we report that:
(i) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books ;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) as stated in note (i) (i) of Schedule 20 for
recognizing profit on contracts, stage of completion is determined as a
proportion that contract costs incurred for the work performed up to
the closing date bear to the estimated total costs. Further, as stated
in that note, the expected loss on contracts is recognized when it is
probable that the total contract costs will exceed the total contract
revenue. For this purpose, total contract costs are ascertained on the
basis of contract costs incurred and cost to completion of contracts
which is arrived at by the management based on current technical data,
forecast and estimate of net expenditure to be incurred in future
including for contingencies etc., which being technical matters have
been relied on by us. Additionally, as stated in note (v) of Schedule
20 revisions in projected profit/ loss arising from change in estimate
etc. are reflected during the course of work in each accounting period
in which the revisions have been made; the effect of these revisions
has not been disclosed separately in the accounts, as the amounts
thereof cannot be accurately determined;
(vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and
subject to our comments in paragraph 5 (v) above, give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;
(b) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
6. On the basis of the written representations received from the
Directors as on March 31, 2011 taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st March, 2011 from being appointed as a director in terms of Section
274(1)(g) of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 4 of our report of even date)
(i) Having regard to the nature of the Companys business, clauses
(xiii) and (xiv) of CARO are not applicable.
(ii) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of the fixed
assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification of
fixed assets over a period of three years and in accordance therewith
Buildings and Roads and Electrical Installation have been verified by
the Management during the year. According to the information and
explanations given to us, no material discrepancies were noticed on
such verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) (a) As explained to us, the inventories were physically verified
during the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) (a) According to the information and explanations given to us, the
Company has not taken any loans secured or unsecured from companies,
firms or other parties covered by the register maintained under Section
301 of the Companies Act, 1956.
(b) According to the information and explanations given to us, the
Company has granted interest free loans aggregating Rs. 652.56 lakhs to
its wholly owned foreign subsidiary during the year. At the year-end,
the outstanding balances of such loans aggregated Rs. 652.56 lakhs and
the maximum amount involved during the year was Rs. 652.56 lakhs. The
loan being given to a wholly owned foreign subsidiary, in our opinion,
the terms and conditions of the loan are not prejudicial to the
interest of the Company.
(v) In our opinion and according to the information and explanations
given to us, and having regard to the explanations that some of the
items purchased are of special nature and suitable alternative sources
are not readily available for obtaining quotations, there is an
adequate internal control system commensurate with size of the Company
and the nature of its business with regard to purchases of inventory
and fixed assets and the sale of goods and services. During the course
of our audit, we have not observed any continuing failure to correct
major weaknesses in internal control system.
(vi) In respectof contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs.5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time.
(vii) The Company has not accepted any deposits from the public and
hence the directives issued by the Reserve Bank of India and the
provisions of sections 58A and 58AA of the Act and the rules framed
there under are not applicable to the Company
(viii) In our opinion, the internal audit function carried out during
the year by a firm of Chartered Accountants appointed by the Management
has been commensurate with the size of the Company and the nature of
its business.
(ix) According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
section 209(1)(d) of the Companies Act, 1956 for any of the products of
the Company and hence clause 4 (viii)of the CARO is not applicable to
the Company.
(x) According to the information and explanations given to us in
respect of statutory and other dues:
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues applicable to it with the
appropriate authorities. We are informed that the Employees State
Insurance Act, 1948 is applicable to certain locations only and in
respect of such locations, where contributions have been deducted/
accrued in the books of account by the Company, these have been
regularly deposited during the year with appropriate authorities. We
are also informed that in respect of certain locations application for
exemptions from operation of Employees State Insurance Act, 1948 has
been made, which are pending approval by the authorities.
(b) There were no undisputed amounts payable in respect of Income Tax,
Service Tax, Wealth tax, Customs Duty, Excise duty and cess and other
material statutory dues in arrears as at March 31, 2011 for a period of
more than six months from the date they became payable except
forService Tax of Rs 2.98 lakhs which has since been paid.
(c) Details of dues of Income-tax, Sales Tax, Service Tax and Excise
duty which have not been deposited as on March 31, 2011 on account of
disputes are given below:
Sl. Statute Nature of Dues Forum where dispute is
No. pending
1. Sales Tax Works Contract Tax Asst. Commissioner
Commercial Taxes,
Cuttack
Tax Demand due to
Change in the Sales Tax Applelate
Tribunal
method of
assessment from bills Hyderabad, Andhra Pradesh
raised to collection
Local sales tax on
sale in transit Asst. Commissioner
Commercial
Taxes, Ernakulam
Non-submission of
Form 29 Deputy Commissioner
(Appeals),Durg
Non-submission of
C Forms Jt. Commissioner of
Sales Tax, Kolkata
Non Submission of
JVAT Forms Appellate Tribunal, Ranchi
Non-submission of
C Forms Jt. Commissioner of
Sales Tax, Kolkata
2 Excise duty & Wrong Availment of
Modvat Asst. commissioner Central
Service tax Credit Excise Custom &
Service tax
Demand on Bought out
materials CESTAT, Kolkata
Levy of Service tax
on job Commissioner Central
Excise
executed as Works
Contract (Appeals), Kolkata
Non-payment of
service tax Addl. Commisioner,
calculated as per
segment report Service Tax Kolkata
Levy of service tax on CESTAT, Kolkata
commissioning &
installation
services as
sub-contractor
3 Income Tax Disallowance of certain
expenses Income Tax Appellate
Tribunal
and levy of interest
on shortfall of payment
of tax
Interest imposed CIT (Appeals)
Period to Amount
which the Involved
amount (Rs. in
relates Lakhs)
Salex Tax 1998-99 4.91
1996-97 7.58
2003-04 65.30
2004-05 & 20.33
2005-06
2006-07 15.86
2006-07 8.81
2007-08 516.31
Excise duty & 1992-93 10.17
Service tax
2001-02 to 955.06
2006-07
2002-03 to 19.70
2006-07
2003-04 to 98.69
2004-05
2005-06 to 63.16
2006-07
Income Tax 1998-99, 22.60
2002-03 &
2005-06
2001-02 & 2.87
2002-03
According to the information and explanations given to us, there are no
dues of wealth tax, customs duty, and cess as on March 31, 2010 which
have not been deposited by the Company on account of any dispute.
(xi) The Company does not have accumulated losses as at March 31, 2011
and has not incurred cash losses during the financial year ended on
that date and in the immediately preceding financial year.
(xii) In our opinion and according to information and explanations
given to us, the Company has not defaulted in repayment of dues to
banks and financial institutions. There are no debentures issued by the
Company.
(xiii) According to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and any other securities.
(xiv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prima facie prejudicial to the interests of the Company.
(xv) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
(xvi) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, we
report that funds raised on short-term basis have not been used for
long term investments.
(xvii) The Company has not made preferential allotment of shares to
parties and companies, covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
(xiii) The Company has not issued any debentures during the year.
(xix) The Company has not raised funds by way of public issue during
the year.
(xx) To the best of our knowledge and according to the information and
explanations given to us, no material fraud on or by the Company has
been noticed during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
Registration No. 302009E
R. A. BANGA
Partner
Membership No. 37915
KOLKATA, May 12th, 2011
Mar 31, 2010
1. We have audited the attached Balance Sheet of TRF LIMITED ("the
Company"), as at March 31, 2010, the Profit and Loss Account and the
Cash Flow Statement of the Company for the year ended on that date,
both annexed thereto. These financial statements are the responsibility
of the Companys Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates
made by the Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 (CARO)
issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(i) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
(iv) in our opinion, the Balance Sheet, the Profit and loss Account and
the Cash Flow Statement dealt with by this report are in compliance
with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) as stated in note (i)(h) of Schedule 20 for recognising profit on
contracts, the stage of completion is determined as a proportion that
contract costs incurred for the work performed upto the closing date
bear to the estimated total costs. Further, as stated in that note, the
expected loss on contracts is recognised when it is probable
that the total contract costs will exceed the total contract revenue.
For this purpose, total contract costs are ascertained on the basis of
contract costs incurred and cost to completion of contracts which is
arrived at by the Management based on current technical data, forecast
and estimate of net expenditure to be incurred in future including for
contingencies etc., which being technical matters have been relied on
by us. Additionally, as stated in note (v) of Schedule 20 revisions in
projected profit/loss arising from change in estimate etc. are
reflected during the course of work in each accounting period in which
the revisions have been made; the effect of these revisions has not
been disclosed separately in the accounts, as the amounts thereof
cannot be accurately determined;
(vi) as stated in Note (xiii) of Schedule 19, the Company is in the
process of investigating recording of costs without underlying
transactions and payments made there against, if any. Quantification of
the impact of such investigation is not possible at this stage.
(vii) in our opinion and to the best of our information and according
to the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and
subject to our comments in paragraphs (v) and (vi) above, give a true
and fair view in conformity with the accounting principles generally
accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
5. On the basis of the written representations received from
the Directors as on March 31, 2010 taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2010 from being appointed as a director in terms of Section
274 (1)(g) of the Companies Act, 1956;
ANNEXURE TO THE AUDITORS REPORT
(Referred to in paragraph 3 of our report of even date)
(i) Having regard to the nature of the Companys business/activities/
transactions, etc., clauses (x), (xii), (xiii), (xiv) and (xix) of CARO
are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of the fixed assets.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular programme of verification of
fixed assets over a period of three years and in accordance therewith
Office Equipment, Furniture & Fixtures and Laboratory Equipments have
been verified by the Management during the year. According to the
information and explanations given to us, no material discrepancies
were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(iii) In respect of its inventory:
(a) As explained to us, the inventories were physically verified by the
Management at regular intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iv) According to the information and explanations given to us, the
Company has not taken any loans secured or unsecured from companies,
firms or other parties covered by the register maintained under Section
301 of the Companies Act, 1956.
(v) According to the information and explanations given to us, the
Company has not granted any loans secured or unsecured to companies,
firms or other parties covered by the register maintained under Section
301 of the Companies Act, 1956.
(vi) In our opinion and according to the information and explanations
given to us, except for internal controls with regard to purchase of
inventory for contracts, where the internal controls are not adequate,
and having regard to the explanations that some of the items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining quotations, there is an adequate internal
control system commensurate with size of the Company and the nature of
its business with regard to purchases of inventory and fixed assets and
the sale of goods and services. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal control system except in respect of purchase of inventory for
contracts.
(vii) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) Where each of such transaction is in excess of Rs.5 lakhs in
respect of any party, the transactions have been made at prices which
are prima facie reasonable having regard to the prevailing market
prices at the relevant time except in respect of certain purchases for
which comparable quotations are not available and in respect of which
we are unable to comment.
(viii) In our opinion, the Company has an internal audit system which
needs to be further strengthened.
(ix) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues applicable to it with the
appropriate authorities. We are informed that the Employees State
Insurance Act, 1948 is applicable to certain locations only and in
respect of such locations, where contributions have been deducted/
accrued in the books of account by the Company, these have been regularly
deposited during the year with appropriate authorities. We are also
informed that in respect of certain locations application for exemptions
from operation of Employees State Insurance Act, 1948 has been made.
(b) There were no undisputed amounts payable in respect of Income Tax,
Service Tax, Wealth tax, Customs Duty, Excise duty and cess and other
material statutory dues in arrears as at March 31, 2010 for a period of
more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax and Excise
duty which have not been deposited as on March 31, 2010 on account of
disputes are given below:
Sl. Statute Nature of Dues Forum where
dispute is Period to Amount
No. pending which the Involved
amount (Rs. in
relates
Lakhs)
1 Sales Tax Works Contract Tax Asst. Commiss
ioner Comme
rcial Taxes,
Cuttack 1998-99 4.91
Tax Demand due to
Change Sales Tax
Applelate
Tribunal 1996-97 7.58
in the method of
assessment Hyderabad,
Andhra Pradesh
from bills raised
to collection
Sales Tax on steel
received Joint Commiss
ioner Commercial
at site for fabricat
ion Taxes (Appeals),
Gulbarga 2001-02 11.71
Local sales tax on
sale in Asst. Commissioner
Commercial
transit Taxes, Ernakulam2003-04 65.30
Non-submission
of Form 29 Deputy Commiss
ioner 2004-05 & 20.33
(Appeals), Durg 2005-06
Non Payment of Entry
tax Deputy Commissi
oner 2005-06 11.85
(Commercial Ta
xes), Hooghly
Non-submission of C Jt. Commissioner
of Sales Tax, 2006-07 15.86
Forms Kolkata
2 Excise Wrong Availment of Asst. commissi
oner Central 1992-93 10.17
duty & Modvat Credit Excise Custom
& Service tax
Service
tax
Demand on Bought out CESTAT, Kolkata 2001-02
to 955.06
materials 2006-07
Levy of Service tax
on job Commissioner
Central 2002-03
to 19.70
executed as Works
Contract Excise (Appea
ls), Kolkata 2006-07
Non-payment of
service tax Addl. Commis
ioner, 2003-04
to 98.69
calculated as per
segment report Service Tax
Kolkata 2004-05
Levy of service
tax on CESTAT, Kolkata 2005-06
to 63.16
commissioning &
installation 2006-07
services as sub-
contractor
3 Income Disallowance of
certain Income Tax App
ellate Tribunal 1998-99,
22.60
Tax expenses and levy
of interest 2002-03
&on shortfall of
payment of tax 2005-06
Interest imposed CIT (Appeals) 2001-02
&2002-03 2.87
Demand u/s 143 (3) Comissioner of
Income Tax 2006-07 1,357.21
(Appeals) 2,667.00
According to the information and explanations given to us, there are no
dues of wealth tax, customs duty, and cess as on March 31, 2010 which
have not been deposited by the Company on account of any dispute.
(x) In our opinion and according to information and explanations given
to us, the Company has not defaulted in repayment of dues to banks and
financial institutions. There are no debentures issued by the Company.
(xi) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prima facie prejudicial to the interests of the Company.
(xii) In our opinion and according to the information and explanations
given to us, the term loans have been applied for the purposes for
which they were obtained.
(xiii) In our opinion and according to the information and explanations
given to us and on an overall examination of the Balance Sheet, funds
raised on short-term basis have not been used for long term
investments.
(xiv) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
(xv) The Company has not raised any money during the year from the
public.
(xvi) To the best of our knowledge and according to the information and
explanations given to us, no material fraud on or by the Company has
been noticed during the year except for the misstatement in the
financial reporting having a net effect of Rs. 239.90 lakhs as
disclosed in Note (xiii) on Schedule 19 which was perpetrated on the
Company.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 302009E)
Saira Nainar
Partner
KOLKATA, 29th May, 2010 (Membership No.: 40081)