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T C P Ltd.

BSE: 530282 Sector: Infrastructure
NSE: TCPLTD ISIN Code: INE459B01018
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T C P Ltd. (TCPLTD) - Auditors Report

Company auditors report

To

The Members TCP Ltd

Chennai

Report on the Financial Statements

We have audited the accompanying standalone financial statements of TCP Ltd (hereinreferred to as "the Company") which comprises the Balance Sheet as at 31stMarch 2016 and the Statement of Profit and Loss and Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information(herein referred to as "Financial Statements").

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (hereinafter referred to as "the Act") withrespect to the preparation of these standalone financial statements that give a true andfair view of the financial position financial performance and cash flows of the Companyin accordance 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. The Board of Directors of the Company are responsiblefor maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand 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 statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe 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 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 2015 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in ‘Annexure A’ a statement on the mattersspecified in the paragraph 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit. (b) In ouropinion proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books; (c) The balance sheet the statement ofprofit and loss and the cash flow statement dealt with by this Report are in agreementwith the books of account; (d) In our opinion the aforesaid standalone financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014; (e) On the basis of the writtenrepresentations received from the directors as on 31st March 2016 taken on record by theBoard of Directors none of the directors is disqualified as on 31st March 2016 frombeing appointed as a director in terms of Section 164 (2) of the Act; (f) With respect tothe adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls refer to our separate report in‘Annexure B’; and (g) With respect to the other matters to be included in theAuditor’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 theexplanations given to us: i. The Company has disclosed the impact of pending litigationson its financial position in its financial statements – Refer Note 26(2)(d) and (e)of Notes forming part of the accounts. ii. The Company does not have any long termcontracts including derivative contracts for which provision under the applicable law oraccounting standards is to be made for any material foreseeable losses. iii. There hasbeen no delay in transferring amounts required to be transferred to the InvestorEducation and Protection Fund by the Company.

For M/s T. Selvaraj & Co
CHARTERED ACCOUNTANTS
Firm Registration No: 003703S
S. Vidya
Place: Chennai Partner
Date: 30th May 2016 Membership No: 217934

ANNEXURE ‘A’ TO INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in our Independent Auditors’ Report to the members of theCompany on the financial statements for the year ended 31st March 2016 we report that:

1. a. The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets. b. The Company has physically verified the fixedassets during the year and no material discrepancies were noticed on suchverification. c. According to the information and explanations given to us and on thebasis of our examination of the records of the Company in respect of leaseholdland lease agreement is held in the name of the Company.

2. The management has conducted physical verification of inventories at reasonableintervals. On the basis of our examination of our records of inventories in our opinionthe Company has maintained proper records of inventories and no material discrepancieswere noticed between physical stocks and book records.

3. In our opinion and according to the information and explanations given to us theCompany has granted unsecured loan to one party (i.e. to its subsidiary company) coveredin the register maintained under Section 189 of the Companies Act 2013 and the yearendbalance of such loan was Rs.7125350/-.

The aforesaid loan of given to Subsidiary Company was interest free and did not carryany other terms and conditions as regards repayment and since this was given to theSubsidiary Company in our opinion were not prejudicial to the interest of the company.

During the year in respect of the aforesaid loan to Subsidiary Company there has beenpartial recovery of an amount of Rs.4585500/- towards principal. In the absence of anyterms we are unable to comment on the regularity of repayment of principal amount. Out ofthe aforesaid loan an amount of Rs.7125350/- has been outstanding for a period of morethan 90 days. According to the information and explanations given to us reasonable stepshave been taken by the Company for recovery of the principal amount.

The Company has taken unsecured loans from 10 parties covered in the registermaintained under 189 of the Companies Act 2013 and the year-end balance of such loantaken from such parties was Rs.1273.56 lakhs.

According to the information and explanations given to us in our opinion the Companyis regular in payment of principal and interest to the parties wherever applicable fromwhom loans have been taken by the company.

4. The company has not given/made any loans investments guarantees and securitiesrequiring compliance with Section 185 and 186 of the Companies Act 2013.

5. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Section 73 to 76 and any other relevantprovisions of the

Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 with regardto the deposits accepted from the public. As per information and explanations given to usno order in respect of the above has been passed on the Company by the Company Law Boardor National Company Law Tribunal or RBI or any court or any other Tribunal in respect ofthe aforesaid deposits.

6. We have broadly reviewed the cost records maintained by the Company specified by theCentral Government under sub Section (1) of section 148 of the Companies Act 2013 and areof the opinion that prima facie the prescribed accounts and records have been made andmaintained. We have however not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

7. a) According to the information and explanation given to us and on the basis of ourexamination of the records of the company amount deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including Provident Fund Employees’State Insurance Income Tax Sales Tax Wealth Tax Service Tax Customs Duty Value AddedTax Excise Duty Cess and other material statutory dues applicable have been regularlydeposited with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Income Tax Wealth Tax Service Tax Sales Tax Customs Duty andExcise Duty Value Added Tax Cess and other material statutory dues were in arrears as at31st March 2016 for a period of more than six months from the date they became payable.b) As at 31st March 2016 according to the records of the Company and the information andexplanations given to us the following are the particulars of disputed statutory duesthat have not been deposited:-

Particulars of Dispute Forum where pending Remarks
1. Excise Duty (Rs.)
199984 Tribunal Rs.237655 has been paid under protest
199984 Commissioner (Appeals) Rs.9000 has been paid under protest
2. Electricity tax (Rs.):
2080980/- Honourable Supreme Court of India Interim stay for the payment of the taxes had been granted by the Honourable High Court of Madras. The appeal is pending disposal by the Honourable Supreme Court of India.
3. Income Tax (Rs.):
62526170 (AY 2008-09) Commissioner (Appeals) Rectification petition u/s 154 of Income tax Act 1961 is pending before the Assessing Officer and the appeal is pending before the Commissioner (Appeals). Rs.20000000 has been paid under protest.
75806720 (AY 2010-11) Commissioner (Appeals) Rectification order was passed by the Assessing Officer and the appeal is pending before the Commissioner (Appeals). Rs.20000000 has been paid under protest.
13191900 (AY 2011-12) Commissioner (Appeals) Appeal is pending before the Commissioner (Appeals). Rs.6600000 has been paid under protest
21213030 Commissioner Appeal is pending before the
(AY 2012-13) (Appeals) Commissioner (Appeals)
34001530 Commissioner Appeal is pending before the
(AY 2013-14) (Appeals) Commissioner (Appeals)

8. Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment of duesto financial institutions and banks. The Company does not have any borrowings by way ofdebentures.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) during the year. The Company did not obtain any termloan during the year.

10. According to the information & explanations given to us no material fraud bythe Company or on the Company by its officers or its employees has been noticed orreported during the year in the course of our audit. 11. According to the information andexplanations given to us managerial remuneration to the extent of Rs.14046795/- hasbeen paid in excess of the limits prescribed in section 197 read with schedule V of theAct. However the Company is in the process of acquiring the requisite approvals from theCentral Government for waiver of such excess payment. 12. The Company is not a NidhiCompany. Accordingly paragraph 3(xii) of the Order is not applicable.

13. 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 sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards. 14. The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

15. 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)of the order is not applicable.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934

For M/s T. Selvaraj & Co
Chartered Accountants
Firm Registration No: 003703S
S. Vidya
Partner
Membership No: 217934
Place: Chennai
Date : 30th May 2016

ANNEXURE ‘B’ TO INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub- section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TCP Limited("the company") as of 31st March 2016 in conjunction with our audit of thestandalone 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 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 Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India". These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding 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 Companies Act 2013.

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 and the Standards onAuditing issued by ICAI and deemed to be prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

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 judgement 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 and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of the management and the directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisitionuse or disposition of the Company’s assets that could have a material effect on thefinancial 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 the changes in conditions orthat the 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 31st March 2016 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.

For T Selvaraj & Co.
Chartered Accountants
Firm Regn. No. 003703S
S Vidya
Place: Chennai Partner
Date : 30th May 2016 M.No. 217934