To the Members TCFC Finance Limited
Report on the Financial Statements
We have audited the accompanying financial statements of TCFC FinanceLimited ("the Company") which comprise the Balance Sheet as at 31st March 2018 the Statement of Profit and Loss and the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe 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 financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply withthe ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from misstatement material An auditinvolves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments; the auditorconsiders the internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design procedures that areappropriate in the circumstances but not for the purpose of expressing an opinion onwhether the company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financialstatements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2018 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order2016("the Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Companies Act 2013 we give in the Annexure astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
2. As required by Section 143(3) of the Act we report that:
(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet Statement of Profit and Loss and the Cash FlowStatement dealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(e) On the basis of the written representations received from thedirectors as on 31st March 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2018 from being appointed as a director interms of Section 164(2) of the Act.
(f) with respect to the adequacy of the internal financialcontrolsoverfinancialreporting of the Company and the operating effectiveness of suchcontrols refer to our separate report in "Annexure B"; and
(g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanation given tous: i. The company has disclosed the impact of pending litigations financialposition inits financial statements -Refer its note no.20 of Financial Statements. ii. The companydid not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses. iii. There has been no delay in transferring amountsrequired to be transferred to the Investor Education and Protection Fund by the Company.
For GMJ & Co Chartered Accountants Firm No. 103429W
(CA Atul Jain) Partner M. No. 037097
Place: Mumbai Date: 9th May 2018
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT
(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its fixed assets.
(b) Some of the fixed assets have been physically discrepancies werenoticed on such verification.
(c) The title deed of the immovable property is held in the name of thecompany.
(ii) The inventory has been verified by the management at reasonableintervals during the year on the basis of statements received from custodians anddepositary participants and no material discrepancies were noticed on physicalverification as compared to the book records.
(iii) The Company has not granted loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under Section 189 of the Companies Act2013 and hence the provisions of clause(iii) (a) (b) and (c) of the Order are not applicable to the Company.
(iv) According to the information and explanation given to us theprovisions of Section 185 of the Act are not applicable to the Company and the Company hascomplied with the provision of Section 186 of the Act in respect of subscription of sharesto body corporates.
(v) The Company has not accepted any deposits from the public withinthe meaning of Sections 73 to 76 of the Act and the rules framed thereunder to the extentnotified.
(vi) The Central Government of India has not prescribed the maintenanceof cost records under subsection (1) of Section 148 of the Act for any of the activitiesof the Company.
(vii) According to the records of the Company examined by us andinformation and explanations given to us:
(a) Undisputed statutory dues including provident fund employees'state insurance income tax sales tax goods and service tax duty of customs duty ofexcise value added tax cess and others as applicable have generally been regularlydeposited with the appropriate authorities. There are no undisputed amounts payable inrespect of aforesaid dues outstanding as at 31 March2018 for a period of more than sixmonths from the date they became payable.
(b) According to the information and explanations given to us thereare no material dues of duty of customs sales tax duty of excise service tax and valueadded tax which have not been deposited with the appropriate authorities on account of anydispute.
(viii) The Company has not taken any loan from financialinstitutions orbanks during the year; hence this clause of the Order is not applicable to the Company.
(ix) The Company has not raised money by way of Further Public offerand has not taken any term loan during the year hence the provisions of this clause of theOrder is not applicable to the Company.
(x) Based on the audit procedures performed and according to theinformation and explanations given to us we report that no fraud on or by the Company hasbeen noticed or reported during the year.
(xi) Managerial remuneration has been paid and provided in accordancewith the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act 2013.
(xii) The company is not a Nidhi company hence this clause of theOrder is not applicable.
(xiii) All transactions with the related parties are in compliance withSections 177 and 188 of the Companies Act 2013 where applicable and the details have beendisclosed in the Financial Statements etc. as required by the applicable accountingstandards.
(xiv) The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.
(xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith them hence the provisions of this clause are not applicable to the Company. (xvi)The Company is required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934 and is registered vide the Registration no. 13.00984 taken in the year 1998.
For GMJ & Co Chartered Accountants Firm No. 103429W
(CA Atul Jain) Partner M. No. 37097
Place: Mumbai Date: 9th May 2018
Annexure - B to the Auditors' Report
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internalfinancialcontrols over financial reportingof TCFC Finance Limited. Limited(the Company') as of 31
March 2018 in conjunction with our audit of the standalone financialstatements 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 andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(ICAI'). 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's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial 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 financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures 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 authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.
Inherent Limitations of Internal Financial Controls Over FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods internal financial control over financial reportingmay become inadequate because of changes in conditions or that compliance with thepolicies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2018 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
For GMJ & Co. Chartered Accountants Firm No. 103429W
CA Atul Jain Partner M. No.37097
Place: Mumbai Date: 9th May 2018