TO THE MEMBERS OF TAMILNADU PETROPRODUCTS LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone Ind AS financial statements of TamilnaduPetroproducts Limited ("the Company") which comprise the Balance Sheet as at31st March 2018 the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information.
Management's Responsibility for the Standalone 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 Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in
India including the Indian Accounting Standards (Ind AS) specified under theCompanies(Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Amendment Rules 2016 as applicable.
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.
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 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.
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 including Ind
AS of the state of affairs of the Company as at 31st March 2018 and itsprofits including other comprehensive income its cash flows and changes in equity for theyear ended on that date.
The comparative financial information of the Company for the year ended 31stMarch 2017 and the transition date opening balance sheet as at 1st April 2016included in these standalone financial statements are based on the previously issuedstandalone financial statements prepared in accordance with the Companies (AccountingStandards) Rules 2006 audited by the predecessor auditor whose report for the year ended31st March 2017 and 31st March 2016 dated 16th May2017 and 30th May 2016 respectively expressed an unmodifiedopinion on thosestandalone financial statements. These financial statements have been in the accountingprinciples adopted by adjustedforthedifferences the Company on transition to the Ind ASwhich have been audited by us. Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give inAnnexure A a statement on the matters specified 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 purposes 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 Statement of Profit and Loss the
Cash Flow Statement and the Statement of Changes in Equity dealt with by this reportare in agreement with the books of account.
(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with relevant Rulesissued there under.
(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 st March 2018 from being appointed as a director in termsof Section 164 (2) 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:
i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements. Refer Note No.35A & No.35B tothe standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under Report on other legal and RegulatoryRequirements' section of our report of even date to the members of Tamilnadu PetroproductsLimited on the standalone financial statements of the Company for the year ended 31stMarch 2018)
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets were physically verified by the
Management during the year in accordance with a regular program of verification whichin our opinion provides for physical verification of all the fixed assets at reasonableintervals. According to the information and explanation given to us discrepancies noticedon such verification were not material and have been properly dealt with in the books ofaccounts.
(c) According to the information and explanations given to us and on the basis of ourexamination we report that the title deeds of freehold land and the buildingsconstructed thereon are held in the name of the Company as at the balance sheet date. Inrespect of freehold land at Pondicherry of cost Rs 20.68 lakhs the Company is in theprocess of obtaining duplicate title deeds.
(ii) Physical verification of inventories has been conducted at reasonable intervals bythe Management. The discrepancies noticed on physical verification which were not materialhave been properly dealt with in the books of accounts.
(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 Companies Act 2013.
(iv) The Company has not granted any loans nor any guarantee or security to theDirectors nor or to any Company body corporate or to any other person covered by Section185 of the Act. The investment made by the Company during the year is in compliance withSection 186 of the Act. (v) The Company has not accepted any deposits and the provisionsof Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed there under are not applicable to the Company.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Records and
Audit) Rules 2014 prescribed by the Central Government under section 148 (1) ofCompanies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained. We have however not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.
(vii) (a) On the basis of our examination of books and records the Company has beenregular in depositing undisputed statutory dues including Provident Fund Employees' StateInsurance Income-tax Sales-tax Service Tax Goods and Service Tax Duty of CustomsDuty of Excise Value Added Tax Cess and any other statutory dues to the appropriateauthorities. There are no arrears of outstanding undisputed statutory dues as on the lastday of the financial year for a period of more than six months from the date they becamepayable.
(b) There are no dues of income tax or sales tax or service tax or duty of customs orduty of excise or value added tax or cess which have not been deposited on account of anydispute as at 31st March 2018 except for:
| || || || || ||(Rs in lakhs) |
|Nature of Statute ||Nature of Dues ||Forum where dispute is pending ||Financial Year ||Amount involved ||Amount unpaid |
|Income Tax Act ||Income Tax ||CIT ||2002-03 2005-06 ||1720.59 ||75.76 |
| || ||CIT (A) ||2000-01 2006-07 to 2010-11 2012-13 & 2013-14 ||9690.78 ||6245.34 |
| || ||Dispute Resolution Panel ||2011-12 ||824.94 ||299.25 |
| || ||High Court ||1998-99 ||2956.13 ||60.16 |
| || ||Supreme Court ||2001-02 ||2645.60 ||151.16 |
|Various States Sales ||Sales Tax ||High Court ||1993-94 ||1687.09 ||1687.09 |
|Tax Acts || ||Sales Tax Appellate ||1995-96 to 2002-03 ||39.02 ||27.82 |
| || ||Tribunal || || || |
| || ||Deputy Commissioner (Commercial Taxes) ||2005-06 ||5.15 ||5.15 |
|Finance Act1994 ||Service Tax ||CESTAT Chennai ||2006-07 to 2008-09 2011-12 to 2014-15 ||415.86 ||375.52 |
|Central Excise Act ||Excise Duty ||High Court ||1994-95 to 1999-00 ||118.23 ||59.01 |
| || ||Commissioner (Appeals) ||2005-06 to 2009-2010 ||244.22 ||234.37 |
| || ||CESTAT Chennai ||2009-10 to 2012-13 ||160.92 ||154.88 |
|Customs Act ||Customs ||High Court ||1999-00 ||34.25 ||34.25 |
| ||Duty || || || || |
(viii) According to the information and explanation given to us and the records of theCompany examined by us the Company has not defaulted in repayment of loans or borrowingfrom any financial institutions banks or Government. The Company has not issued anydebentures.
(ix) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments) or term loans and hence reporting under clause 3(ix) of the Order' is not applicable.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanation given to us we have neither observed anyinstance of fraud by the Company or any fraud on the Company by its officers or employeesof the Company nor have we been informed of such case by the Management during the year.
(xi) In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid/ provided in accordance with the requisite approvalmandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013.
(xii) The Company is not a Nidhi Company and hence clause 3(xii) of the Order' isnot applicable.
(xiii) Transactions with related parties have been disclosed in the standalone Ind ASfinancial statements with details as prescribed by India Accounting Standard 24"Related Party Transactions". These transactions are in compliance with Section177 and 188 of Companies Act 2013.
(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year.
(xv) According to the information and explanation provided to us and based on ourexamination of records the Company has not entered into any non-cash transactions withdirectors or persons connected with him.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in Clause (f)of Paragraph 2 of Report on Other Legal and Regulatory Requirements of our report of evendate to the members of Tamilnadu Petroproducts Limited on the Internal Financial Controlsover Financial Reporting for the year ended 31st March 2018).
We have audited the internal financial controls over financial reporting of TamilnaduPetroproducts Limited (the Company') as of 31st March 2018 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. 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 Reportingand the Standards of Auditing to the extent applicable to an audit of internal financialcontrols both issued by the Institute of Chartered Accountants of India. Those Standardsand Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting 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 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 authorisations ofmanagement and directors of as at 31 the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition use or dispositionof the Company'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 financialcontrols 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.
According to the information and explanations given to us and based on our audit theCompany has in all material respects adequate internal financial control over financialreporting and such internal financial control over financial reporting were operatingeffectively st March 2018 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance
Note of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.
| ||For R.G.N. Price & Co |
| ||Chartered Accountants |
| ||(Firm Regn No.002785S) |
| ||Mahesh Krishnan |
| ||Partner |
|Chennai 14th May 2018 ||(Membership No. 206520) |