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TD Power Systems Ltd.

BSE: 533553 Sector: Engineering
NSE: TDPOWERSYS ISIN Code: INE419M01019
BSE 12:26 | 14 Nov 132.60 3.45
(2.67%)
OPEN

131.05

HIGH

132.75

LOW

131.05

NSE 12:24 | 14 Nov 132.00 1.50
(1.15%)
OPEN

131.05

HIGH

137.00

LOW

131.00

OPEN 131.05
PREVIOUS CLOSE 129.15
VOLUME 227
52-Week high 233.30
52-Week low 96.10
P/E 200.91
Mkt Cap.(Rs cr) 441
Buy Price 132.60
Buy Qty 29.00
Sell Price 132.65
Sell Qty 21.00
OPEN 131.05
CLOSE 129.15
VOLUME 227
52-Week high 233.30
52-Week low 96.10
P/E 200.91
Mkt Cap.(Rs cr) 441
Buy Price 132.60
Buy Qty 29.00
Sell Price 132.65
Sell Qty 21.00

TD Power Systems Ltd. (TDPOWERSYS) - Auditors Report

Company auditors report

TO THE MEMBERS OF TD POWER SYSTEMS LIMITED

To

THE MEMBERS OF

TD POWER SYSTEMS LIMITED

Report on the Standalone Financial Statements.

We have audited the accompanying standalone financial statements of TD Power SystemsLimited ("the Company") which comprise the Balance Sheet as at 31st March 2018the Statement of Profit and Loss including the Statement of Other Comprehensive IncomeStatement of Changes in Equity and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

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 Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance including other comprehensive incomechanges in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act.

This responsibility also includes the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting the 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 control 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 financialstatements management is responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit ofthe standalone financial statements in accordance with the Standards on Auditing specifiedunder section 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Opinion

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 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 total comprehensive income its changes in equityand its cash flows for the year ended on that date.

Emphasis of Matter

As stated in Note 52 no provision for impairment in the carrying value of investmentsis considered necessary by the management for the reasons stated therein. Our opinion isnot modified in respect of the above matter.

Other Matters

Attention is invited to the following:

i. We did not audit the financial statements of Japan Branch included in thestandalone financial statements of the Company whose financial statements reflecttotal assets of Rs.2752.49 lakhs as at 31st March 2018 and total revenuesof Rs.5565.61 lakhs for the year ended on that date as considered in thestandalone financial statements. The financial statements of the Branch have beenaudited by the branch auditors whose report has been furnished to us and ouropinion in so far as it relates to the amounts and disclosures included in respectof the Branch is based solely on the report of such Branch Auditors. ii. Thecomparative financial information of the company for the year ended 31st March2017 included in the standalone financial statements are based on the previouslyissued statutory financial statements prepared in accordance with theCompanies (Accounting Standards) Rules 2006 audited by the predecessor auditorwho has given an unmodified opinion on those financial statements and havebeen restated by the company to comply with Ind AS. Adjustments to the saidcomparative financial information for the differences in Accounting Principles adoptedby the Company on transition to the Ind AS have been audited by us.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143 (3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit; b. In our opinion properbooks 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 ofProfit and Loss including Other Comprehensive Income Statement of Changesin Equity and the Statement of Cash Flow dealt with by this Report are in agreementwith the books of account; d. In our opinion the aforesaid standalone financialstatements comply with the Accounting Standards specified under Section 133 ofthe Act. e. On the basis of the written representations received from the directorsas 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 adirector in terms of Section 164 (2) of the Act. f. With respect to the adequacy ofthe internal financials controls over financial reporting of the Company and theoperating effectiveness of such controls refer to our separate report in ‘AnnexureB'; 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) Rules2014 in our opinion and to the best of our information and according to theexplanations given to us: i. The Company has disclosed pending litigations on itsfinancial position in its standalone financial statements the impact if any on thefinal settlement of these litigations is not ascertainable at this stage - ReferNote No. 36 of alone financial statements; ii. The Company has made provision asrequired under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivate contracts;and iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
K.P.SRINIVAS
Bangalore Partner
May 23 2018 Membership No. 208520

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING ‘REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS' OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF TD POWER SYSTEMS LIMITED FO R THE YEAR ENDED 31ST MARCH2018

I. In respect of its Property plant and equipment: (a) The Company has maintainedproper records which are showing full particulars including quantitative detailsand situation of fixed assets.

(b) The Company has a programme of physical verification of Property plant andequipment of the Company which in our opinion is reasonable having regardto the size of the Company and nature of its assets. According to the informationand explanations given to us there were no material discrepancies identifiedon such verification when compared with available records of the companythe minor discrepancies identified during physical verification have been properlydealt within the books of account. (c) According to the information and explanationsgiven to us and as per verification of the records of the Company the titledeeds of the immovable properties are held in the name of the Company as atthe balance sheet date.

II. The inventory has been physically verified by the management during theyear. In our opinion the frequency of verification is reasonable. No material discrepancieswere noticed on such physical verification.

III. According to the information and explanations given to us the Company hasgranted unsecured loans to wholly owned foreign subsidiaries which are covered inthe register maintained under section 189 of the Act. a. The terms and conditions ofthe grant of such loans are in our opinion prima facie not prejudicial to theCompany's interest. b. Thescheduleofrepaymentofprincipalandpayment of interest has beenstipulated the interest and the loans are renewed on maturity. c.Thereisnooverdueamountremainingoutstandingas at the balance sheet date.

IV. In our opinion and according to the information and explanationsgiventoustheCompanyhascompliedwiththe provisions of the section 185 and 186 of the Act in respect of the investmentsmade loans granted. The Company has not given any guarantees and securities to directors.

V. According to the information and explanations given to us the Company hasnot accepted any deposit from thepublicduringtheyear.Accordinglytheprovisionsofparagraph 3(v) of the Order is not applicable.

VI. We have broadly reviewed the books of account and records maintained by theCompany pursuant to the

Rules made by the Central Government for the maintenance of cost records underSection 148(1) of theCompaniesAct2013andareoftheopinionthatprima facie theprescribed accounts and records have been made and maintained. We have howevernot made a detailed examination of the records with a view to determiningwhether they are accurate or complete. VII. (a) According to the information andexplanations given to us and as per our verification of the records of theCompany the Company has been generally regular in depositing undisputed statutorydues including Provident fund Employee's State Insurance Income Tax Sales TaxVAT Custom Duty Excise Duty Service Tax Value Added Tax Cess and otherstatutory dues with the appropriate authorities during the year to theextent applicable. There are no arrears of undisputed statutory dues of a materialnature outstanding as at the last day of the financial year for a period ofmore than six months from the date on which they became payable.

(b) According to the information and explanations given to us and as per ourverification of the records of the Company no disputed amounts of Incometax or sales tax or Goods and service tax or duty of custom or duty of excise orvalue added tax or cess have not been deposited with appropriate authoritiesas at 31st March 2018 except for the following:

Name of the Statute Nature of the dues Amount (Rs. In Lakhs) Period (financial year) to which the amount relates to Forum where dispute is pending
Income Tax Act 1961 Income Tax 15.80 2012-13 Commissioner of Income Tax (Appeals)

VIII According to the information and explanations given to us and as per ourverification of the records of the Company the Company has not defaulted in repaymentof its dues to the banks and financial institution.

IX. According to the information and explanation given to us and as per ourverification of records of the Company theCompanyhasnotraisedmoneybywayofinitialpublicoffer or further public offer (including debt instruments) duringtheyear.Accordinglytheprovisionsofparagraph3(ix) of the Order is not applicable.

X. According to the information and explanations given to us and as per ourverification of records of the Company no material fraud either by the Company oron the

Company by its officers and employees has been noticed or reported during theyear.

XI. According to the information and explanations given to us and as per ourverification of records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisionsof the Section 197 read with Schedule V of the Act.

XII. In our opinion and according to the information given to us the Company isnot a Nidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

XIII. According to the information and explanations given to us and as per ourverification of records of the Company transactions with the related parties are incompliance with the sections 177 and 188 of the Act and details of suchtransactions have been disclosed in the standalone financial statements as requiredby the applicable Accounting Standards.

XIV. According to the information and explanations given to us and as per ourverification of records of the Company the Company has not made preferential allotmentor private placement of shares or fully or partly convertible debentures during theyear. Accordingly paragraph 3(xiv) of the Order is not applicable.

XV. According to the information and explanations given to us and as per ourverification of records of the Company the Company has not entered into non-cashtransactions with the directors or persons connected with the directors.Accordingly paragraph 3 (xv) of the Order is not applicable.

XVI. According to the information and explanations given to us the Company isnot required to be registered under section 45-IA of the Reserve Bank of India Act1934.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
K.P.SRINIVAS
Bangalore Partner
May 23 2018 Membership No. 208520

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARA 2 (F) "REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS" OF THE INDEPENDENT AUDITOR'S REPORT OF REPORT ON THE INTERNAL FINANCIALCONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013("THE ACT")

We have audited the internal financial controls over financial reporting of TD PowerSystems Limited ("the Company") as of 31 March 2018 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively 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 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 financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial 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 transactionsand dispositions of the assets of the company; 2.) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordancewith authorisations of management and directors of the company; and 3.) providereasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect 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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2018 based on theinternal control over financial reporting criteria established by the Company includingbasis of allocating expenses to various projects 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.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
K.P.SRINIVAS
Bangalore Partner
May 23 2018 Membership No. 208520