The Members TCP Ltd Chennai
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of TCP LTD (hereinafter referred to as "the Company") which comprises the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation (herein after 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 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting 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 and The Companies (Accounting Standards) Amendment Rules 2016. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
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 there under.
We conducted our audit in accordance with the Standards on Auditing issued by Instituteof Chartered Accountants of India as specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. These 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.
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
59 in India of the state of affairs of the Company as at 31st March 2017 and itsProfit and its Cash Flow 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")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act we report that: a. we have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c. the Balance Sheet the Statement of Profit and Loss and theCash Flow Statement dealt with by this Report are in agreement with the books of accountd. 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 and the Companies (Accounting Standards) Amendment Rules2016. e. On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act. f. With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B" to this report. g. With respect tothe other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its financial statements Refer Notes 26(2)(d) and (e) of Notes forming part of the accounts. ii. The Companydoes not have any long-term contracts including derivative contracts for which provisionunder the applicable law or accounting standards is to be made for any materialforeseeable losses. iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company. iv. The Companyhas provided requisite disclosures in its standalone financial statements as to holdingsas well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30December 2016 and these are in accordance with the books of accounts maintained by theCompany. Refer Note 24 to the financial statements.
For T. Selvaraj & Co
Firm Registration No: 003703S
S. Vidya Place: Chennai Partner
Date : 25th May 2017
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 2017 we report that:
1. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. b. The Company has physically verifiedthe fixed assets 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 leasehold landlease 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 records of inventories in our opinion theCompany has maintained proper records of inventories and no material discrepancies werenoticed 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 namelyTCP Hotels Private Limited) covered in the register maintained under Section 189 of theCompanies Act 2013 and the year-end balance of such loan was Rs.4964705/-.
The aforesaid loan given to Subsidiary Company was interest free and did not carry anyother terms and conditions as regards repayment and since this was given to the SubsidiaryCompany 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 2160645/- 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. 4964705/- 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 section 189 of the Companies Act 2013 and the year-end balance of suchloan taken from such parties was Rs. 1466.08 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. In respect of loans investments guarantees and securities the compliance withSection 185 and 186 of the Companies Act 2013 has been complied with.
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 2017 for a period of more than six months from the date they became payable.b. As at 31st March 2017 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 (`) || || |
|601696 ||Tribunal ||Rs.237655 has been paid under protest |
|199984 ||Commissioner (Appeals) ||Rs.9000 has been paid under protest |
|2. Electricity tax (`): || || |
|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 || || |
|62526170 ||Commissioner ||Rectification petition u/s 154 of |
|(AY 2008-09) ||(Appeals) ||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. |
|74032760 ||Commissioner ||First appeal is disposed on |
|(AY 2010-11) ||(Appeals) ||18/04/2017 and the company has won the appeal. Disputed demand paid to the tune of Rs 2 crores has been adjusted against the demand for the AY 2014-15 |
|13191900 ||Commissioner ||Appeal is pending before the |
|(AY 2011-12) ||(Appeals) ||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) |
|41186530 ||Commissioner ||Appeal is pending before the |
|(AY 2014-15) ||(Appeals) ||Commissioner (Appeals). Rs 2 crores paid under dispute for the AY 2010-11 has been adjusted against the demand for this year and Rs. 6200000 has been paid under protest. |
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 and explanations given to us managerial remunerationto the extent of Rs.13792660/- has been paid in excess of the limits prescribed undersection 197 read with Schedule V of the Act. However the Company is taking adequate stepsto comply with the requirements.
12. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order isnot 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 them. 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 T. Selvaraj & Co
Chartered Accountants Firm Registration No: 003703S
Partner Membership No: 217934
Date : 25th May 2017
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 LTD("the Company") as of 31st March 2017 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 Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material 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 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.
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 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 Institute of CharteredAccountants of India.
For T Selvaraj & Co.
Chartered Accountants Firm Registration No. 003703S
Place: Chennai Partner
Date : 25th May 2017
Membership No. 217934