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TCM Ltd.

BSE: 524156 Sector: Industrials
NSE: N.A. ISIN Code: INE034F01010
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NSE 05:30 | 01 Jan TCM Ltd
OPEN 48.45
PREVIOUS CLOSE 48.45
VOLUME 199
52-Week high 53.00
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 48.45
Buy Qty 1.00
Sell Price 48.45
Sell Qty 199.00
OPEN 48.45
CLOSE 48.45
VOLUME 199
52-Week high 53.00
52-Week low 44.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 48.45
Buy Qty 1.00
Sell Price 48.45
Sell Qty 199.00

TCM Ltd. (TCM) - Auditors Report

Company auditors report

To the Members of TCM Limited (CIN: L24299KL1943PLC001192) 54/555Elenjickal MLRWLA21 Muttathil Lane Kadavanthara Cochin - 682020

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 2019 the Statement of Profitand Loss (including Other Comprehensive Income) theStatement of Changes in

Equity and the Statement of Cash Flow for the year then ended on that date and asummary of the significant accounting to as "the standalone financialstatements").

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 2019 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 the .Our responsibilities Standards Auditing specified under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the independence requirements that are relevantto our audit of the standalone financial statements under the provisions of the Act andthe Rules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficientand appropriate to provide a basis for ouraudit 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 Thereon

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 theresponsibility is to read the other information and in standalonefinancial doing soconsider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated. If based on the work we have performed we concludethat there is a material misstatement of this other information we are required to reportthat 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 financial income changes in equity and cash flowsof the Company in accordance with the Ind AS and other accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 standalone financial statements that give a true and fair view and are free frommaterial 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 the Company's financial reportingprocess

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 uncertaintyexistsrelatedtoeventsorconditionsthatmaycastsignificantdoubt 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 thestandalone 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.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statements

40 represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually 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 chargedwith governance regarding among other matters the planned scope and timing of the auditand significant audit findings including any significant deficiencies in internal controlthat we identify during our audit. We also provide those charged with governance with astatement that we have complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence and where applicable related safeguards. From thematters communicated with those charged with governance we determine those ce in theaudit of the standalone financial statements of significan mattersthatwereofmost thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the ‘ Annexure A' a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act 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

41

Comprehensive Income the Cash Flow Statement dealt with by this Report are inagreement 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 2019 taken on record by the Board ofDirectors none of the directors is disqualified as on 31st March 2019 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 Note

No.23 Contingencies.

(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

Name of Bank Branch Name Amount
1 Unpaid Debenture and Interest on unpaid debenture 60620/- 1992-93
2 Unpaid Matured Deposits 15000/- 1992-93

Sd/-

K.A Saghesh KUmar B.Com F.C.A

Chartered Accountant Membership No: 211340

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 2019 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 year2018-19

43

Name of the Statute/ Department Nature of Dues Amount (Rs) Period to which amount relates
Tamilnadu General Sales Tax Act AST Payable 11822.00 2004-05
Central Excise Act Excise Duty 282705.00 2004-05
LIC Department LIC Premium of Employees 148181.00 2004-05
Ministry Of Corporate Unpaid Debenture and interest on
Affairs ( Investor Education Protection Fund) unpaid debenture ESI collected from 60620.00 1992-93
Employees State Insurance e m p l o y e e s a n d 130000.00 2010-11
Department employer's portion PF collected from
Provident Fund Department E m p l o y e e s a n d employer's portion 259500.00 2010-11
Gonur Panchayath – Panchayath Licence
228852.00 2011-12
Tamilnadu Fee
Ministry Of Corporate
Unpaid Matured
Affairs ( Investor Education Protection Fund) Deposits 15000.00 1992-93
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.

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 2019 inconjunction with our audit of the financial statements of the Company for the year endedon 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 stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India (‘ICAI'). These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient to the 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.

Auditors' Responsibility

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 and deemedto 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 GuidanceNote 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 obtainaudit evidence about the adequacy of the internal financialreporting and theiroperating effectiveness.controlssystemover Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controlsover financialreporting assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficientand appropriate toprovide a basis for our audit opinion on the Company's internal financial controls overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control 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 necessary to permit preparation of financial statements 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 financial anyevaluation of the internal financial financialaresubject to the risk that the internal financial inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls over financial reporting and such internalfinancial were operating effectively as at 31st March 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

ALUVA Sd/-

K.A Saghesh KUmar B.Com F.C.A 29/05/2019 Chartered Accountant Membership No: 211340

TCM Limited