To the Members of TT Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of T T Limited ("theCompany") which comprise the Balance Sheet as at March 31 2019 and the Statementof Profit and Loss (including Other Comprehensive Income) the Statement of Cash Flows andthe Statement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory 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 31.2019 and its loss total comprehensiveincome its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibility for the Audit of theFinancial Statements section of our report We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the financial statements.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. Theother information comprises the Director's report but does not include the financialstatements and our auditor's report thereon. The Director's report is expected to be madeavailable to us after the date of this Auditor's report.
Our opinion on the financial statements does not cover the other information andwe do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.
When we read the Director's report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance as required under SA 720 'The Auditor's responsibilities Relating to OtherInformation'.
Management's responsibility forthe standalone 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 financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe 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 financial statements management is responsible for assessing theCompany'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.
The Board of Directors are also responsible for overseeing the Company's financialreporting process Auditor's responsibility
Our objectives are to obtain reasonable assurance about whether the 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 AS'swill 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 financial statements
As part of an audit in accordance with AS's 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 collusionforgery intentional 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 made by the management.
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.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
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.
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 subsection (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 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 including Other ComprehensiveIncome the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement v/ith the relevant books of account.
d. In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 from being appointed as a director in terms of Section 164(2) of theAct.
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 "AnnexureB*. Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
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 financialposition in its standalone Ind AS financial statements- Refer Note No.31B to thestandalone Ind AS financial statements iL As explained to us the company did not have anylong term contracts therefore the Company was not required
to make including derivative contracts for which there were any provision for materialforeseeable losses iil There has been no delay in transferring amount require to betransferred to the investor Education and protection Fund by the company.
For R.S. MODI & Co Chartered Accountants Firm's Registration No. 007921N
Date: 15m May 2019 ^
RAVINDRA MODI Partner
34 Membership No.084428
ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF T TLIMITED DATED MAY 15 2019
Report on the matters specified in paragraph 3 of the Companies (Auditor's Report)Order 2016 ('the Order1) issued by the Central Government of India in terms ofsection 143(11) of the Companies Act 2013 ("the Act") as referred to inparagraph 1 of'Report on Other Legal and Regulatory Requirements' section.
(i) (a) The Company has mainta ined 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 cover all assets over a period of three years which in our opinionis reasonable having regard to the size of the company and nature of its business.Discrepancies 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.
(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.No material discrepancies were noticed onsuch physical verification. Inventories tyingwith third parties have been confirmed by them as at year end and no materialdiscrepancies were 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 given a guarantee jointly with another company to a financial institution forloan 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 not.however 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 depositing undisputed statutory dues in respect ofprovident fund employees' state insurance income tax sales tax. service tax customsduty excise duty cess and other material statutory dues as applicable with theappropriate authorities. Further there were no undisputed amounts outstanding at theyear-end for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us and the records of theCompany examined byus there are no dues of Custom Duty and Cess which have not beendeposited on account of any dispute except the following in respect of Income Tax ExciseDuty Service Tax and Sales Tax which have not been deposited on account of any disputeare as follows:-
|N a m e of t h e Statute ||Nature of Dues ||Amount (Rs. In Lacs) ||Period to which amount relates ||Forum where the dispute is pending |
|Value Added Tax (UP) ||VAT ||7.20 ||AY 2013-14 ||Dy. Comm (Under Appeals) |
|Value Added Tax ||VAT ||8.66 ||AY 2014-15 ||Dy. Comm (Under Appeals) |
|Value Added Tax (UP) ||Entry Tax ||6.50 ||AY 2013-14 ||Dy. Comm (Under Appeals) |
(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 our audit 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 report thatmonies 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 orderare not 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 Ind AS financial statements as required by the applicable accountingstandards.
(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 orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe company 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-IA of the Reserve Bank of India Act 1934
For R.S.MODI & Co Chartered Accountants Firm's Registration No. 007921N
Date: ISthMay 2019 RAVINDRA MODI
Annexure 'B' to the Independent Auditors' Report of even date on the standalonefinancial statements of T T Limited dated May 15 2019.
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) of'Report on Other Legal and Regulatory Requirements' section.
We have audited the internal financial controls over financial reporting of T T Limited(the Company") as of March 312019 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 orderty 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 timelypreparation of reliable financial information asrequired 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 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 theauditto obtain reasonable assurance a bout 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 systemsoverfinancial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control overfinancial reporting is a process designed toprovide 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 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 that receiptsand expenditures 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 un authorised 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 March 312019 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.
Place : DELHI For R.S.MODI & Co
Date: ISthMay 2019 Chartered Accountants
Firm's Registration No. 007921N
RAVINDRA MODI Partner