To the Members of T T Limited
Report on the Audit of the Financial Statements
We have audited the accompanying Ind AS financial statements of T T Limited ("theCompany") which comprise the Balance Sheet as at March 312021 and the Statement ofProfit and Loss (including Statement of Other Comprehensive Income) the Statement of CashFlows and the Statement of Changes in Equity for the year then ended and notes to the IndAS financial statements including a summary of significant accounting policies and otherexplanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 its loss including Othercomprehensive Profit its cash flows and the changes in equity for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act Our responsibilities under thoseStandards are further described in the Auditor's Responsibility for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.
Key Audit Matter
Key audit matter are those matters that in our professional judgment were of mostsignificance in our audit of the Ind AS financial statements of the current period forthe financial year ended March 312021 These matters were addressed in the context of ouraudit of the Ind AS financial statements as a whole and in forming our opinion thereonand we do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context
|The key audit matter ||How the matter was addressed in our audit |
|Impairment assessment || |
|Property plant and equipment Assets and Liabilities that are related to the Spinning Yarn manufacturing facilities (at Gujrat) with a carrying value amounting to INR 65.11 crores held as Non current Assets held for Sale ||Our audit procedures included the following |
|The Fair Value depends on execution of Agreement of Transaction or computing of Fair Value based on Discounted Cash flow of the Unit Accordingly Impairment assessment of the Company's Spinning Yam manufacturing facilities (at Gujrat) has been considered as a key audit matter ||We understood management decision over the assessment of the carrying value of Spinning Yarn manufacturing facilities (at Gujrat) .property plant and equipment to determine whether any asset impairment was required. |
| ||The management's estimates Based on the Offers from intended Buyers received for the Plant on Going concern on Slump sale basis the recognition of Impairment assessment and their recoverability are considered to be reasonable Assessed the disclosures included in the financial statements in note 36 to the standalone Ind AS financial statements. |
We have determined that there are no other key audit matters to communicate in ourreport
Information Other than the Financial Statements and Auditor's Report Thereon
The Companys Board of Directors is responsible for the other information. The otherinformation included in the Company's annual report but does not include the financialstatements and our auditors' report thereon
Our opinion on the Ind AS financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theauditor otherwise appears to be materially misstated If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact We have nothing to report in this regard.
Management's responsibility for the standalone Ind AS financial statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these Ind AS financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive Loss cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. 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 statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the Ind AS financial statements management is responsible for assessingthe Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process
Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if. individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS financial statements
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the financial statements made by theManagement and Board of Directors.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern If we conclude that a material uncertainty existswe are required to draw attention in our auditor s report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication
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 of India in terms of sub-section (11) of Section 143 ofthe Act. we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act based on our audit we report that:
a We have sought and obtained all the information and explanations which to the best ofour 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 including Statement of OtherComprehensive Loss the Statement of Cash Flows and Statement of Changes in Equity dealtwith by this Report are in agreement with the relevant books of account.
d In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended;
e On the basis of the written representations received from the directors as on April 12021 taken on record by the Board of Directors none of the directors is disqualified ason March 312021 from being appointed as a director in terms of Section 164(2) of the Act.
f With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate Report in"Annexure B"
g In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under section 197(16) which arerequired to be commented upon by us
h 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 as amended inour opinion and to the best of our information and according to the explanations given tous
i The Company has disclosed the impact of pending litigations on its financial positionin its Ind AS financial statements; (Ref Note No 31)
ii The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses
in There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company
| ||For R. S. Modi & Co. Chartered Accountants Firm's Registration No. 007921N |
| ||Sd/- |
| ||Ravindra Nath Modi |
|Place: New Delhi ||Partner Membership No. 084428 U |
|Date: 30.06.2021 ||DIN: 21084428AAAACZ4202 |
ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T TLIMITED
Report on the matters specified in paragraph 3 of the Companies (Auditor's Report)Order 2016 ("the Order ) issued by the Central Government of India in terms ofsection 143(11) of the Companies Act 2013 ("the Act ) as referred to in paragraph 1of Report on Other Legal and Regulatory Requirements section
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) Physical verification of fixed assets is being conducted by the management based ona program designed to coverall assets over a period of three years which in our opinionis reasonable having regard to the size of the company and nature of its businessDiscrepancies noticed on such verification as compared to book records were not materialand have been properly adjusted in the books of account.
(c) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the title deed of immovable properties are heldin the name of the company except the Lease hold Land of which the execution of lease deedis under process.
(ii) The inventories have been physically verified by the management during the year atall its locations except stocks located outside India lying with third parties and intransit which have been verified with reference to correspondence of third parties orsubsequent receipt of goods In our opinion the frequency of verification is reasonable Nomaterial discrepancies were noticed on such physical verification. Inventories lying withthird parties have been confirmed by them as at year end and no material discrepancieswere noticed in respect of such confirmations.
(iii) According to the information and explanations given to us the company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of clause 3(iii) (a) to (c) of the Order are notapplicable to the company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us thecompany has not given a guarantee jointly with another company to a financial institutionfor loan taken by others from the financial institution which are covered under theprovisions of section 185 and 186 of the Act the terms and conditions of which are notprima facie prejudicial to the interest of the company
(v) The Company has not accepted any deposits from the public within the meaning ofdirectives issued by the Reserve Bank of India and provisions of sections 73 to 76 or anyother relevant provisions of the Act and hence the rules framed thereunder are notapplicable
(vi) We have broadly reviewed the books of account relating to materials labour andother items of cost records maintained by the Company as specified by the CentralGovernment of India under section 148(1) of the Act and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate and complete.
(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of provident fund employees state insurance incometax sales tax service tax. customs duty excise duty cess and other material statutorydues as applicable with the appropriate authorities. Further there were noundisputed amounts outstanding at the year-end for a period of more than six months fromthe date they became payable
b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of Custom Duty and Cess which have not beendeposited on account of any dispute except the following in respect of IncomeTax ExciseDuty GST and Sales Tax which have not been deposited on account of any dispute are asfollows:-
|Name of the Statute ||Nature of Dues ||Amount (Rs. In Lacs) ||Period to which the amount relates ||Forum where the dispute is pending |
|Value Added Tax (UP) ||CST ||1.24 ||AY 2016-17 ||Dy. Comm (Under Appeals) |
|Value Added Tax (DELHI) ||VAT ||20 00 ||AY 2015-16 ||Dy Comm (Under Appeals) |
|Value Added Tax (DELHI) ||VAT ||8 66 ||AY 2014-15 ||Dy. Comm (Under Appeals) |
|Value Added Tax (DELHI) ||VAT ||7.20 ||AY 2013-14 ||Dy. Comm (Under Appeals) |
|Value Added Tax (Tamilnadu) ||CST ||6 27 ||AY 2007-08 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||596 ||AY 2008-09 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||2.20 ||AY 2009-10 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||13.23 ||AY 2010-11 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||1363 ||AY 2011-12 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||12 96 ||AY 2012-13 ||High Court |
|Value Added Tax (Tamilnadu ||CST ||540 ||AY 2013-14 ||High Court |
(viii) According to the records of the Company examined by us and the information andexplanations given to us in our opinion the Company has not defaulted in repayment ofits dues to Governments banks and financial institutions The Company has not taken anyloans from debenture holders
(ix) Based on ouraudit procedures and according to the information and explanationsgiven to us the Company has not raised any money by way of initial public offer / furtherpublic offer. Further based on our audit procedures and according to the information andexplanations given to us and on an overall examination of the balance sheet we reportthat monies raised by way of term loans were applied for the purposes for which those wereraised.
(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 we haveneither come across any instance of fraud on or by the Company by its officers oremployees noticed or reported during the year nor have we been informed of such case bythe management.
(xi) Based on our audit and according to the information and explanations given to uswe report that the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company Therefore the provisions of clause 3(xii) of the order arenot applicable to the Company and hence not commented upon.
(xiii) Based on our audit procedures and according to the information and explanationsgiven to us transactions with the related parties are in compliance with section 177 and188 of Act where applicable and the details have been disclosed in the notes to thestandalone IndAS financial statements as required by the applicable accounting standards
(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orpnvate placement of shares or fully or partly convertible debentures during the year underreview and hence reporting requirements under clause 3(xiv) are not applicable to thecompany and not commented upon.
(xv) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Act.
(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IAof the Reserve Bankof India Act 1934Accordingly paragraph 3(xvi) of the Order is not applicable
ANNEXURE B' TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF T T LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) ofReport on Other Legal and Regulatory Requirements' section.
We have audited the internal financial controls over financial reporting of TT Limited(the Company ") as of March 312021 in conjunction with our audit of the standaloneInd 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 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 the 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.
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 as specified under section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.
An 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 standalone Ind AS financial statements whether due to fraudor error
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial control systems 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 system overfinancial reporting 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 authorizations 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 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 March 312021 .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 R. S. Modi & Co. Chartered Accountants Firm's Registration No. 007921N |
| ||Sd/- |
| ||Ravindra Nath Modi |
|Place: New Delhi ||Partner Membership No. 084428 |
|Date: 30.06.2021 ||UDIN: 21084428AAAACZ4202 |