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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
BSE LIVE 15:47 | 14 Dec 118.15 -1.90
(-1.58%)
OPEN

122.00

HIGH

122.00

LOW

116.75

NSE 15:59 | 14 Dec 117.15 -3.15
(-2.62%)
OPEN

121.30

HIGH

121.65

LOW

116.50

OPEN 122.00
PREVIOUS CLOSE 120.05
VOLUME 70931
52-Week high 148.30
52-Week low 56.10
P/E 42.81
Mkt Cap.(Rs cr) 788
Buy Price 118.35
Buy Qty 490.00
Sell Price 0.00
Sell Qty 0.00
OPEN 122.00
CLOSE 120.05
VOLUME 70931
52-Week high 148.30
52-Week low 56.10
P/E 42.81
Mkt Cap.(Rs cr) 788
Buy Price 118.35
Buy Qty 490.00
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 March2016 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 insub-section 5 of Section 134 of the Companies Act 2013 ("the Act") with respectto the preparation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material 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 ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of 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 2016 and its loss and its cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 (‘theOrder’) issued by the Central Government of India in exercise of powers conferred bysub-section 11 of Section 143 of the Act we enclose in the Annexure A a statement on thematters specified in 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) In 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 2016 taken on record by the Board of Directors none of the Directors aredisqualified as on 31 March 2016 from being appointed as a Director in terms of sub-section2 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.

for B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Vijay Mathur
Mumbai Partner
2 May 2016 Membership No: 046476

ANNEXURE "A"

TO THE INDEPENDENT AUDITORS’ REPORT

With reference to the Annexure A referred to in the Independent Auditors’ Reportto the members of the Company on the standalone financial statements for the year ended 31March 2016 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) In 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 and guarantee given. The Company has not granted any loans orsecurity covered 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’state insurance income-tax sales tax value added tax service tax duty of customsduty of excise cess and other material statutory dues have generally been regularlydeposited during the year by the Company with the appropriate authorities except in caseof provident fund and income tax where there has been a slight 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 salestax value added tax service tax duty of customs duty of excise cess and othermaterial statutory dues were in arrears as at 31 March 2016 for a period of more than sixmonths from 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
Kerala Value Added Tax Act 2010 Value added tax 36.99 FY 2009-10 Assistant Commissioner of Sales
West Bengal Value Added Tax Act 2003 Value added tax 1.53 FY 2012-13 Senior Joint Commissioner of Sales Tax
Customs Act 1962 Customs duty 18.25 FY 2007-08 Additional Commissioner of Customs
Income Tax Act 1961 Income tax 113.92* FY 2011-12 (AY 2012-13) Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 74.66 FY 2012-13 (AY 2013-14) Deputy Commissioner of Income Tax#
Maharashtra Value Added Tax Act 2002 Value added tax 33.50 FY 2010-11 Deputy Commissioner of Sales Tax#
Central Sales Tax Act 1956 Central sales tax 16.50 FY 2010-11 Deputy Commissioner of Sales Tax#
Maharashtra Value Added Tax Act 2002 Value added tax 286.23 FY 2011-12 Deputy Commissioner of Sales Tax#
Central Sales Tax Act 1956 Central sales tax 1.07 FY 2011-12 Deputy Commissioner of Sales Tax#
Rajasthan Value Added Tax Act 2003 Value added tax 21.30 FY 2013-14 Commercial Tax Officer#

* The Income tax department has held back refund of earlier year FY 2009-10 (AY2010-11) against this demand.

# The Company is in the process of -ling an appeal with the concerned higher forumagainst the order issued by these authorities.

(viii) In 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 furtherpublic 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 reportedduring year.

(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 except for remuneration for the period 1January 2016 to 31 March 2016 which is subject to shareholders’ approval at theensuing ninth annual general meeting.

(xii) In our opinion and according to the information and explanations given to us theCompany 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
2 May 2016 Membership No: 046476

ANNEXURE "B"

TO THE INDEPENDENT AUDITORS’ 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 2016 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’). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that: 1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; 2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and 3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’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 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 2016 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
2 May 2016 Membership No: 046476