TO THE MEMBERS OF TCM LIMITED'
Report on the Audit of Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of "TCMLIMITED" ("the Company") which comprise the Balance Sheet as at 31stMarch 2020 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flow for the year then ended onthat date and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2020 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the independencerequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined that there are no key audit mattersto communicate in our report for TCM LIMITED.
Information Other than the Standalone Financial Statements and Auditor's Report
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the standalone financial statements and our auditor's report thereon. Our opinionon the standalone financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon. In connection with our audit of thestandalone financialstatements our responsibility is to read the other information andin doing so consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our auditor otherwise appears to be materially misstated. If based on the work we have performedwe conclude that there is a material misstatement of this other information we arerequired to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financialposition financial income changes inequity and cash flows of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the
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. The Board of Directors are responsible for overseeing theCompany's financial reporting process
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial 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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone 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 standalone 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 controls relevant to the audit in orderto 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 reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluatetheoverallpresentationstructureandcontentofthestandalonefinancial statementsincluding the disclosures and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation. statementsthat Materialityis the magnitude of misstatements in the standalone financialindividually 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. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by section 143(3) of the Act 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 Sheetthe Statement of Profit and Loss including Other Comprehensive Income the Cash FlowStatement dealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014 (e) On the basis of the written representationsreceived from the directors as on 31st March 2020 taken on record by the Board ofDirectors none of the directors is disqualified as on 31st March 2020 from beingappointed 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 and the operating effectiveness of such controls refer to ourseparate Report in Annexure B'; and
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
(i) The Company has some pending litigations which would impact its financial positionthe details of the same are attached with the financial statements in NoteNo.23Contingencies.
(ii) The Company did not have any long term contracts including derivative contractsfor which there were any material foreseeable losses.
(iii) There were some amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company the details are as follows
|Sl No. Name of Bank ||Branch Name ||Amount |
|1 Unpaid Debenture and Interest on unpaid debenture ||60620/- ||1992-93 |
|2 Unpaid Matured Deposits ||15000/- ||1992-93 |
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statementon the matters specified in paragraphs 3 and 4 of theOrder.
|ALUVA ||Sd/- |
|29/06/2020 ||K.A Saghesh Kumar B.Com F.C.A |
| ||Chartered Accountant |
| ||Membership No: 211340 |
| ||UDIN: 20211340AAAADZ9693 |
Annexure A to Auditor's Report
The Annexure referred to in Independent Auditor's Report to the members of the
Company on the financial statements for the year ended 31st March 2020 we reportthat:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets; (b) As explained to us all the fixedassets have been physically verified by the management in a phased periodical mannerwhich in our opinion is reasonable having regard to the size of the Company and nature ofits assets. According to the information and explanations given to us no materialdiscrepancies were noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties of theCompany are held in the name of the Company. (ii) (a) As explained to us inventories havebeen physically verified by the management at regular intervals during the year. In ouropinion the frequency of such verification is reasonable.
(b) The company has maintained proper records of Inventories . As explained to usthere were no material discrepancies noticed on physical verification of inventory ascompared to book records.
(iii) The company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. (iv) In our opinion and according to theinformation and explanations given to us the Company has neither made any investments norgiven any loan guarantee or security which has to comply with provisions of section 185and 186 of Companies Act 2013.
(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public. Therefore the provisions of clause3 (v) of the Companies (Auditor's Report) Order 2016 are not applicable to the Company.
(vi) As informed to us the Central Government has not prescribed maintenance of costrecords under sub-section (1) of Section 148 of the Act.
(vii) (a) According to the information given to us by the Management and on the basisof our verification of the books and accounts and other records of the company thecompany is irregular in depositing undisputed statutory dues. The following statutoryliabilities have been outstanding for more than 6 months as at the end of financial year2019-20
|Sl. No Name of the Statute/ Department ||Nature of Dues ||Amount (Rs) ||to which amount relates |
|1. Tamilnadu General Sales Tax Act ||AST Payable ||11822.00 ||2004-05 |
|2 Central Excise Act ||Excise Duty ||282705.00 ||2004-05 |
|3 LIC Department ||LIC Premium of Employees ||148181.00 ||2004-05 |
|4 Ministry Of Corporate Affairs ( Investor Education Protection Fund) ||Unpaid Debenture and interest on unpaid debenture ||60620.00 ||1992-93 |
|5 Employees State Insurance Department ||ESI collected from employees and employer's portion ||130000.00 ||2010-11 |
|6 Provident Fund Department ||PF collected from E m p l o y e e s a n d employer's portion ||259500.00 ||2010-11 |
|7 Gonur Panchayath Tamilnadu ||Panchayath Licence Fee ||228852.00 ||2011-12 |
|8 Ministry Of Corporate Affairs ( Investor Education Protection Fund) ||Unpaid Matured Deposits ||15000.00 ||1992-93 |
|9 Income Tax Department ||Income Tax ||8625246.00 ||1996-97 |
(viii) The company has not taken any loans from banks/ financial institution neitherissued any debentures therefore question regarding default in payment of dues to banks/financial institutions/ debenture holders does not arise.
(ix) 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.
Accordingly paragraph 3(ix) of the Order is not applicable.
(x) According to information and explainations given to us no material fraud by thecompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
(xi) The company has not paid or provided any managerial remuneration during the periodunder audit hence the provisions u/s 197 of the Comapanies Act 2013 has not applicableto the company.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly pargraph 3(xii) of the Order is notapplicable.
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with Sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the standalone financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and therefore the provisions of clause 3(xiv) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company. (xv) According to theinformation and explanation given to us and based on our examination of the records of theCompany the Company has not entered in to any non-cash transactions with directors orpersons connected with the directors. (xvi) In our opinion and according to theinformation and explanations given to us the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934
|ALUVA ||Sd/- |
|29/06/2020 ||K.A Saghesh Kumar B.Com F.C.A |
| ||Chartered Accountant |
| ||Membership No: 211340 |
| ||UDIN: 20211340AAAADZ9693 |
Annexure B to the Auditors' Report
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of "TCM
LIMITED" ("the Company") as of 31st March 2020 in conjunction with ouraudit of the 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 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 of Chartered Accountants of India (ICAI').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding 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 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 issued by the ICAI anddeemed to be prescribed under Section 143 (10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingcontrols over financial reporting included effectiveness.Ourauditof internalfinancialobtaining 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls over financialreporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessarytopermitpreparationoffinancialstatements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31st March 2020 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.
| ||Sd/- |
| ||K.A Saghesh Kumar B.Com F.C.A |
|ALUVA || |
| ||Chartered Accountant |
|29/06/2020 || |
| ||Membership No: 211340 |
| ||UDIN: 20211340AAAADZ9693 |