You are here » Home » Companies » Company Overview » Tata Elxsi Ltd

Tata Elxsi Ltd.

BSE: 500408 Sector: IT
NSE: TATAELXSI ISIN Code: INE670A01012
BSE 00:00 | 18 Feb 968.05 -19.15
(-1.94%)
OPEN

985.95

HIGH

991.65

LOW

936.00

NSE 00:00 | 18 Feb 970.05 -17.50
(-1.77%)
OPEN

980.00

HIGH

992.00

LOW

934.80

OPEN 985.95
PREVIOUS CLOSE 987.20
VOLUME 91954
52-Week high 1098.75
52-Week low 593.00
P/E 24.58
Mkt Cap.(Rs cr) 6,029
Buy Price 968.05
Buy Qty 300.00
Sell Price 975.00
Sell Qty 30.00
OPEN 985.95
CLOSE 987.20
VOLUME 91954
52-Week high 1098.75
52-Week low 593.00
P/E 24.58
Mkt Cap.(Rs cr) 6,029
Buy Price 968.05
Buy Qty 300.00
Sell Price 975.00
Sell Qty 30.00

Tata Elxsi Ltd. (TATAELXSI) - Auditors Report

Company auditors report

To the Members of Tata Elxsi Limited

This Certificate is issued in accordance with the terms of ourengagement letter dated June 18 2018.

Tata Elxsi Limited (‘the Company') requires IndependentAuditor's Certificate on Corporate Governance as stipulated in Regulations 17-27Clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations') for the period April 01 2018 to March31 2019.

Managements' Responsibility

The preparation of the Corporate Governance report is theresponsibility of the Management of the Company along with the maintenance of all itsrelevant supporting records and documents. The Management is responsible for ensuring thatthe Company complies with the requirements as stipulated in Regulations 17-27 Clauses (b)to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the ListingRegulations for the period April 01 2018 to March 31 2019. This responsibility includesthe design implementation and maintenance of internal control relevant to the preparationand presentation of the report and applying an appropriate basis of preparation.

Auditor's Responsibility

Pursuant to the requirements of the Listing Regulations ourresponsibility is to state whether the Company has complied with the above saidcompliances of the conditions of Corporate Governance for the period April 01 2018 toMarch 31 2019.

We have examined the compliance of conditions of Corporate Governanceby the Company for the period April 01 2018 to March 31 2019 as per Regulations 17-27Clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of theListing Regulations. Our examination was limited to procedures and implementation thereofadopted by the Company for ensuring the compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

We have conducted our examination in accordance with the ‘GuidanceNote on Reports or Certificates for Special

Purposes' issued by the Institute of Chartered Accountants ofIndia. The Guidance Note requires that we comply with the ethical requirements of the Codeof Ethics issued by the Institute of Chartered Accountants of India.

We have complied with the relevant applicable requirements of theStandard on Quality Control (SQC) 1 Quality Control for firms that Perform Audits andReviews of Historical Financial Information and Other Assurance and Related ServicesEngagements.

Opinion

In our opinion and to the best of information and according to theexplanations given to us and representations made by the Management we certify that theCompany has complied with the conditions of Corporate Governance as specified inRegulations 17-27 Clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E ofSchedule V of the Listing Regulations as applicable.

We state that such compliance is neither an assurance as to the futureviability of the Company nor as to the efficiency or effectiveness with which theManagement has conducted the affairs of the Company.

Restriction on use

This Certificate is issued solely for the purpose of complying withRegulations 17-27 Clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E ofSchedule V of the Listing Regulations for the period April 01 2018 to March 31 2019 andmay not be suitable for any other purpose.

for B S R & Co. LLP

Chartered Accountants

Firm registration number: 101248W/W-100022

Sanjay Sharma

Place: Bengaluru Partner Date:April 24 2019 Membership number:063980

To The Members of Tata Elxsi Limited

Report on the Audit of the Ind AS Financial Statements

We have audited the Ind AS financial statements ("financialstatements") of Tata Elxsi Limited ("the Company") which comprise thebalance sheet as at March 31 2019 and the statement of profit and loss (including othercomprehensive income) statement of changes in equity and statement of cash flows for theyear then ended and notes to the financial statements including a summary of thesignificant accounting policies and other explanatory information. In our opinion and tothe best of our information and according to the explanations given to us the aforesaidfinancial statements give the information required by the Companies Act 2013("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 March 31 2019 and profit and other comprehensive income changes in equityand its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Other Information

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and ourauditors' report thereon.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Financial Statements

The Company's management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing 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 of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management and Board ofDirectors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the FinancialStatements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also: design andperform audit procedures responsive to those risks and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error asfraud may involve collusion forgery intentional omissions misrepresentations or theoverride of internal control. ss /BTAIN AN UNDERSTANDINGTOF INTERNAL CONTROLTRELEVANT UDITIN ORDERDTO DESIGN AUDITDPROCEDURES THATTO THEHA appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls. ss %VALUATETHEHAPPROPRIATENESSIOF ACCOUNTING POLICIES USED THEHREASONABLENESS OF ACCOUNTINGESTIMATESMAND ANDN related disclosures made by management. ss #ONCLUDE ONTHEHAPPROPRIATENESSIOF MANAGEMENT_S USESOF INGNCONCERNCBASISSOF ACCOUNTING AND_ BASEDTHEHGO on the audit evidence obtained whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions 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. and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

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) 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.

(A) As required by Section 143(3) of the Act we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The balance sheet the statement of profitand loss (including other comprehensive income) the statement of changes in equity andthe statement of cash flows dealt with by this Report are in agreement with the books ofaccount. d) In our opinion the aforesaid financial statements comply with the Ind ASspecified under section 133 of the Act. e) On the basis of the written representationsreceived from the directors as on March 31 2019 taken on record by the Board ofDirectors none of the directors is disqualified as on March 31 2019 from being appointedas a director in terms of Section 164(2) of the Act. f) With respect to the adequacy ofthe internal financial controls with reference to financial statements of the Company andthe operating effectiveness of such controls refer to our separate Report in"Annexure B".

(B) With respect to the other matters to be included in theAuditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us: i. The Company has disclosed the impact of pending litigationsas at March 31 2019 on its financial position in its financial statements - Refer Note 33to the financial statements; ii. The Company did not have any long-term contractsincluding derivative contracts for which there were any material foreseeable losses; iii.There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; iv. The disclosures in thefinancial statements regarding holdings as well as dealings in specified bank notes duringthe period from November 8 2016 to December 30 2016 have not been made in thesefinancial statements since they do not pertain to the financial year ended March 31 2019.

(C) With respect to the matter to be included in the Auditors'Report under section 197(16):

In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.

for B S R & Co. LLP

Chartered Accountants

Firm registration number: 101248W/W-100022

Sanjay Sharma

Place: Bengaluru Partner Date: April 24 2019 Membership number: 063980

With reference to the Annexure A referred to in the IndependentAuditor's Report to the members of the Company on the financial statements for theyear ended March 31 2019 we report the following: (i) (a) The Company has maintainedproper records showing full particulars including quantitative details and situation offixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period oftwo years. In our opinion this periodicity of physical verification is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programmecertain fixed assets were physically verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties included in fixed assets are held in the name of the Company.

In respect of immovable properties been taken on lease and disclosed asproperty plant and equipment in the financial statements the lease agreements are in thename of the Company.

(ii) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of such verification is reasonable. TheCompany has maintained proper records of inventory. The discrepancies noticed onverification between the physical stock and the book records were not material.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of the Orderare not applicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us the Company does not have any transactions to which the provisions of Section185 and 186 apply. Accordingly the provisions of clause 3(iv) of the order is notapplicable to the Company.

(v) The Company has not accepted any deposits from the public withinthe meaning of the directives issued by the Reserve Bank of India provisions of Section73 to 76 of the Act any other relevant provisions of the Act and the relevant rulesframed thereunder.

(vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148 ofthe Act for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Provident fundEmployees' State Insurance Income-tax Goods and Services tax duty of Customs Cessand other material statutory dues have generally been regularly deposited during the yearby the Company with the appropriate authorities. As explained to us the Company did nothave any dues on account of duty of excise.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident fund Employees' State InsuranceIncome-tax Goods and Services tax duty of Customs Cess and other material statutorydues were in arrears as at March 31 2019 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us thereare no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty ofCustoms or Value added tax which have not been deposited by the Company on account ofdisputes except for the following:

Name of Statute Nature of Dues Amount (` in lakhs) Period to which the amount relates Forum where dispute is pending
The Finance Act 1994 Service tax 782.26*

Financial Years 2006-07 to 2013-14

Customs Excise and Service Tax
The Income Tax Act 1961 Income tax 100.95

Financial Year 2008-09

Appellate Tribunal Income Tax
The Income Tax Act 1961 Income Tax 0** Financial Year 1999-00 2000-01 2001-02 Appellate Tribunal Supreme Court

* Net of Rs 60 lakhs paid under protest ** Net of Rs 109.80 lakhs paidunder protest

(viii) In our opinion and according to the information and explanationsgiven to us the Company did not have any outstanding loans or borrowings from financialinstitutions bank government or debenture-holders. Accordingly the paragraph 3(viii) ofthe order is not applicable to the Company.

(ix) In our opinion and according to the information and explanationsgiven to us the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company. (x) To the best of ourknowledge and according to the information and explanations given to us no material fraudby the Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) In our opinion and according to the information and explanationsgiven to us and based on examination of the records of the Company the Company haspaid/provided managerial remuneration in accordance with the requisite approvals mandatedby the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us in ouropinion the Company is not a Nidhi Company as prescribed under Section 406 of the Act.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company all transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company. (xv) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanation given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

for B S R & Co. LLP

Chartered Accountants

Firm registration number: 101248W/W-100022

Sanjay Sharma

Place: Bengaluru Partner Date: April 24 2019 Membership number: 063980

Report on the internal financial controls with reference to theaforesaid financial statements under Clause (i) of Subsection 3 of Section 143 of theCompanies Act 2013 (Referred to in paragraph 1(A)(f) under ‘Report on Other Legaland Regulatory Requirements' section of our report of even date) Opinion

We have audited the internal financial controls with reference tofinancial statements of Tata Elxsi Limited ("the Company") as of March 31 2019in conjunction with our audit of the financial statements of the Company for the yearended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at March 31 2019 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to financial statements criteria established bythe Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. 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 controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

for B S R & Co. LLP

Chartered Accountants

Firm registration number: 101248W/W-100022

Sanjay Sharma

Place: Bengaluru Partner Date: April 24 2019 Membership number: 063980