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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
BSE 11:31 | 17 Aug 74.90 2.70
(3.74%)
OPEN

73.15

HIGH

75.65

LOW

73.05

NSE 11:19 | 17 Aug 75.10 2.25
(3.09%)
OPEN

74.00

HIGH

75.85

LOW

72.75

OPEN 73.15
PREVIOUS CLOSE 72.20
VOLUME 15356
52-Week high 155.00
52-Week low 68.70
P/E 30.20
Mkt Cap.(Rs cr) 500
Buy Price 74.70
Buy Qty 91.00
Sell Price 75.00
Sell Qty 91.00
OPEN 73.15
CLOSE 72.20
VOLUME 15356
52-Week high 155.00
52-Week low 68.70
P/E 30.20
Mkt Cap.(Rs cr) 500
Buy Price 74.70
Buy Qty 91.00
Sell Price 75.00
Sell Qty 91.00

Tribhovandas Bhimji Zaveri Ltd. (TBZ) - Auditors Report

Company auditors report

To

The Members of

Tribhovandas Bhimji Zaveri Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TribhovandasBhimji Zaveri Limited ("the Company") which comprise the Balance Sheet as at 31March 2018 the Statement of profit and loss the Statement of changes in equity and theStatement of cash flows for the year then ended and a summary of the significantaccounting policies and other explanatory information (herein after referred to as"standalone Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair viewof the state of affairs profit and other comprehensive income changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act read with the rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based 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 of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under sub-section 10 of Section 143 of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the standalone Ind AS financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2018 its profit and other comprehensive income changes in equityand 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 terms of conferred sub-section 11 of Section 143 of theAct we give in the "Annexure A" a statement on the matters specified inparagraphs 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 the Statement of changes inequity and theStatement of cash flows dealt with by this Report are in agreement with thebooks of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act read with relevantrule issued thereunder;

(e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate 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 Ind AS financial statements - Refer Note 40.1 to the standaloneInd AS financial 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 40.4 to the standalone Ind AS financial statements;

3. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; and

4. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018.However amounts as appearing in the audited standalone Ind AS financial statements forthe period ended 31 March 2017 have been disclosed.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No: 101248W/W-100022

Vijay Mathur

Partner

Membership No: 046476

Mumbai

2 May 2018

"Annexure A" to the Independent Auditor's Report

With reference to the Annexure A referred to in the Independent Auditor's Report to themembers of the Company on the standalone Ind AS financial statements for the year ended 31March 2018 we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets(property plant and equipment) by which all fixed assets (property plant and equipment)are verified in a phased manner over a period of two years. In accordance with thisprogramme a portion of the fixed assets (property plant and equipment) has beenphysically verified by the management during the year and no material discrepancies havebeen noticed on such verification. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets.

(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 our opinion the frequency of suchverification is reasonable. The discrepancies noticed on verification between the physicalstocks and the book records were not material and have been properly dealt with in booksof account. In respect of inventory lying with third parties these have beensubstantially confirmed by them.

(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 not made any investments or granted any loans or security or guaranteecovered under Section 185 or 186 of the Act. Accordingly paragraph 3(iv) of the Order isnot applicable.

(v) I n our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed thereunder. Accordingly paragraph 3 (v) of the Order is notapplicable 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.

(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 Goods and service tax Cess and other material statutory dues have generally beenregularly deposited during the year by the Company with the appropriate authorities thoughthere 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 Sales taxValue added tax Service tax Duty of customs Duty of excise Goods and service tax Cessand other material statutory dues were in arrears as at 31 March 2018 for a period of morethan six months 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 Duty of excise andGoods and service tax which have not been deposited with the appropriate authorities onaccount of any dispute other than those mentioned below:

Nature of statute Nature of dues Amount (' lakhs)# period to which amount relates Forum where dispute is pending
Customs Act 1962 Customs duty 18.25 FY 2007-08 Additional Commissioner of Customs
Maharashtra Value Added Tax Act 2002 Value added tax 281.23 FY 2011-12 Joint Commissioner of Sales Tax (Appeal)
Nature of statute Nature of dues Amount (' lakhs)# Period to which amount relates Forum where dispute is pending
Central Sales Tax Act 1956 Central sales tax 0.97 FY 2011-12 Joint Commissioner of Sales Tax (Appeal)
Maharashtra Value Added Tax Act 2002 Value added tax 15.68 FY 2013-14 Appeal under process
Central Sales Tax Act 1956 Central sales tax 5.55 FY 2013-14 Appeal under process

#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 loans to its bankers or to any financialinstitutions. The Company did not have any outstanding dues to financial institutions andgovernment or outstanding debentures during the year.

(ix) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) and has notobtained any term loans during the year. Accordingly paragraph 3 (ix) of the Order is notapplicable.

(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 and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3 (xii) of the Order is not applicable.

(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 Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under IndianAccounting Standard (Ind AS) 24.

(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.

(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/ her. Accordingly paragraph3(xv) of the Order is not applicable.

(xvi) I n our opinion and according to the information and explanations given to usthe Company is not required to be registered under Section 45-IA of the Reserve Bank ofIndia Act 1934. Accordingly paragraph 3 (xvi) of the Order is not applicable to theCompany.

For B s R & Co. LLp

Chartered Accountants

Firm's Registration

No: 101248W/W-100022

Vijay Mathur

Partner

Membership No: 046476

Mumbai 2 May 2018

"Annexure B" to the Independent Auditor's Report

(Referred to in our report of even date)

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 with reference to financial statementsof Tribhovandas Bhimji Zaveri Limited as of 31 March 2018 in conjunction with our audit ofthe standalone Ind AS 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India ('the ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with respective to financial statements based on our audit. We conducted ouraudit in accordance with the Guidance Note and the Standards on Auditing issued by theICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneInd AS 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements 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 with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2018 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.

The original since 1864

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Vijay Mathur

Partner

Membership No: 046476

Mumbai

2 May 2018