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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
BSE 00:00 | 21 May 93.60 -3.75
(-3.85%)
OPEN

97.00

HIGH

97.00

LOW

93.10

NSE 00:00 | 21 May 93.25 -4.60
(-4.70%)
OPEN

97.70

HIGH

97.75

LOW

92.60

OPEN 97.00
PREVIOUS CLOSE 97.35
VOLUME 36158
52-Week high 155.00
52-Week low 82.70
P/E 29.62
Mkt Cap.(Rs cr) 625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 97.00
CLOSE 97.35
VOLUME 36158
52-Week high 155.00
52-Week low 82.70
P/E 29.62
Mkt Cap.(Rs cr) 625
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tribhovandas Bhimji Zaveri Ltd. (TBZ) - Auditors Report

Company auditors report

To the Members of Tribhovandas Bhimji Zaveri Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Tribhovandas BhimjiZaveri Limited ("the Company") which comprise the Balance Sheet as at 31 March2017 the Statement of Profit and Loss and the Cash Flow Statement for the year ended onthat date and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in sub-section 5of Section 134 of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified undersub-section 10 of Section 143 of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in exercise of powers conferred by sub-section 11 ofSection 143 of the Act we enclose in the Annexure A a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.

(d) I n our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the Directors as on 31March 2017 taken on record by the Board of Directors none of the Directors aredisqualified as on 31 March 2017 from being appointed as a Director in terms of subsection2 of Section 164 of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure B; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 30.1 to the standalonefinancial statements;

2. The Company did not have any long-term contracts including derivative contractsrequiring provisions under any Act or accounting standard for any material foreseeablelosses - Refer Note 30.6 to the standalone financial statements; and

3. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

4. The Company has provided the requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. Based on audit procedures and relying on the Managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management - Refer Note 30.18 tothe financial statements.

for B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Mathur
Mumbai Partner
3 May 2017 Membership No: 046476

Annexure "A" to the Independent Auditor's Report

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended 31 March2017 we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme a portion of the fixed assets has been physically verifiedby the management during the year and no material discrepancies have been noticed on suchverification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) The inventory except stocks lying with third parties has been physicallyverified by the management during the year. In respect of inventory lying with thirdparties these have been substantially confirmed by them. The frequency of suchverification is reasonable and no material discrepancies were noticed.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable tothe Company.

(iv) I n our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto investments made. The Company has not granted any loans or security or guaranteecovered under Section 185 or 186 of the Act.

(v) The Company has not accepted any deposits from the public. Accordingly paragraph3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the products manufactured/services rendered by theCompany. Accordingly paragraph 3(vi) of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income-tax sales tax value added tax service tax duty of customs duty ofexcise cess and other material statutory dues have generally been regularly depositedduring the year by the Company with the appropriate authorities though there has been aslight delay in a few cases.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax sales taxvalue added tax service tax duty of customs duty of excise cess and other materialstatutory dues were in arrears as at 31 March 2017 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome-tax sales tax value added tax service tax duty of customs and duty of excisewhich have not been deposited with the appropriate authorities on account of any disputeother than those mentioned below:

Nature of statute Nature of dues Amount (' Lakhs)# Period to which amount relates Forum where dispute is pending
Maharashtra Value Added Tax Act 2002 Value added tax 17.47 FY 2008-09 Joint Commissioner of Sales Tax (Appeal)
Customs Act 1962 Customs duty 18.25 FY 2007-08 Additional Commissioner of Customs
Maharashtra Value Added Tax Act 2002 Value added tax 31.50 FY 2010-11 Joint Commissioner of Sales Tax (Appeal)
Central Sales Tax Act 1956 Central sales tax 15.50 FY 2010-11 Joint Commissioner of Sales Tax (Appeal)

 

Nature of statute Nature of dues Amount (' Lakhs)# Period to which amount relates Forum where dispute is pending
Maharashtra Value Added Tax Act 2002 Value added tax 281.23 FY 2011-12 Joint Commissioner of Sales Tax (Appeal)
Central Sales Tax Act 1956 Central sales tax 0.97 FY 2011-12 Joint Commissioner of Sales Tax (Appeal)
Rajasthan Value Added Tax Act 2003 Value added tax 19.17 FY 2013-14 Joint Commissioner of Appeal
Bombay Provincial Municipal Corporation Act 1949 Local body tax 26.95 FY 2016-17 Commissioner of local body tax Vasai-Virar Municipal Corporation

#The above amounts are net of amounts paid under protest.

(viii) I n our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to its bankers or to any financialinstitutions. The Company did not have any borrowing from government or outstandingdebentures during the year.

(ix) According to the information and explanations given to us the term loans havebeen applied by the Company during the year for the purposes for which they were raised.The Company did not raise any money by way of initial public offer or further public offer(including debt instruments) during the year.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringyear.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) I n our opinion and according to the information and explanations given to usthe Company is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable tothe Company.

for B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Mathur
Mumbai Partner
3 May 2017 Membership No: 046476

Annexure "B" to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Act

We have audited the internal financial controls over financial reporting ofTribhovandas Bhimji Zaveri Limited ("the Company") as of 31 March 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that:

1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

for B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Mathur
Mumbai Partner
3 May 2017 Membership No: 046476