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TD Power Systems Ltd.

BSE: 533553 Sector: Engineering
NSE: TDPOWERSYS ISIN Code: INE419M01019
BSE 12:35 | 18 Jul 151.00 3.90
(2.65%)
OPEN

152.10

HIGH

152.25

LOW

149.75

NSE 12:24 | 18 Jul 153.00 3.50
(2.34%)
OPEN

151.65

HIGH

154.75

LOW

149.90

OPEN 152.10
PREVIOUS CLOSE 147.10
VOLUME 176
52-Week high 249.80
52-Week low 142.00
P/E
Mkt Cap.(Rs cr) 502
Buy Price 149.00
Buy Qty 1.00
Sell Price 152.45
Sell Qty 1.00
OPEN 152.10
CLOSE 147.10
VOLUME 176
52-Week high 249.80
52-Week low 142.00
P/E
Mkt Cap.(Rs cr) 502
Buy Price 149.00
Buy Qty 1.00
Sell Price 152.45
Sell Qty 1.00

TD Power Systems Ltd. (TDPOWERSYS) - Auditors Report

Company auditors report

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 March 31 2017the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information in which areincorporated the Returns for the year ended on that date audited by the branch auditors ofthe Company’s branch at Japan.

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 preparation ofthese standalone 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 judgements 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.

Auditor’s 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 accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe 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 and appropriate toprovide a basis for 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 March 31 2017 and its profit and its cash flows for the year ended on that date.

Other Matter

We did not audit the financial statements of Japan branch included in the standalonefinancial statements of the Company whose financial statements reflect total assets ofRs.209221734/- as at 31st March 2017 and total revenues of Rs.527367661/- for theyear ended on that date as considered in the standalone financial statements. Thefinancial statements of the branch has been audited by the branch auditors whose reporthas been furnished to us and our opinion in so far as it relates to the amounts anddisclosures included in respect of the branch is based solely on the report of suchbranch auditors.

Our opinion is not modified in respect of this matter. The company has providedrequisite disclosures in the financial statements as to holdings as well as dealings inSpecified Bank Notes during the period from 8th November 2016 to 30th December 2016.Based on audit procedures and relying on the management representation we report that thedisclosures are in accordance with books of accounts maintained by the company andproduced as to us by the management – Refer note 37

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 Sub-Section (11)of Section 143 of the Act we give in the annexure A a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2. As required by the Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books and proper returnsadequate for the purposes of our audit have been received from the branches notvisited by us.

c. The reports on the accounts of the branch offices of the Company auditedunder Section 143(8) of the Act by branch auditors have been sent to us and havebeen properly dealt with by us in preparing this report.

d. The Balance Sheet the Statement of Profit and Loss and the Cash FlowStatement dealt with by this Report are in agreement with the books of account andwith the returns received from the branch not visited by us.

e. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

f. On the basis of the written representations received from the directors as onMarch 31 2017 taken on the record by the Board of Directors none of the directorsis disqualified as on that date from being appointed as a director in terms ofSection 164(2) of the Act.

g. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of suchcontrols refer to our separate report in annexure B. Our report expressesan unmodified opinion on the adequacy and operating effectiveness of theCompany’s internal financial controls over financial reporting.

h. With respect to other matters to be included in the Auditors report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanationsgiven to us

i. The Company does not have any pending litigations which would impact itsfinancial position; - Refer Note 37(a) to the financial statements.

ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses – Refer Note37(b) to the financial statements.

iii. There were no amounts outstanding as on March 31 2017 which were requiredto be transferred to the Investor Education and Protection Fund by the Company.- Refer Note 37(c) to the financial statements.

For B. K. RAMADHYANI & CO. LLP.
Chartered Accountants
Firm Registration No. 002878S/S200021
R. SATYANARAYANA MURTHI
Bangalore Partner
May 18 2017 Membership No. 024248

Annexure A referred to in Paragraph 1 under the heading "Report on other legal andregulatory requirements" of our report to the members of TD Power Systems Limited.

i a. The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

b. The management during the year has physically verified all the fixed assets.We have been informed by the management that no material discrepancies were observed.

c. According to the information and explanations given to us the title deeds ofimmovable properties are held in the name of the Company.

ii. Inventories have been physically verified during the year by the management. Wehave been informed by the management that no material discrepancies were observed.

iii. According to the information and explanations given to us the Company hasgranted unsecured loans to its foreign subsidiaries.

a. According to the information and explanations given to us the terms andconditions of the above loans are not prejudicial to the interests of the Company.

b. We have been informed that the schedule of repayment of principal and paymentof interest has been stipulated and the same are being followed regularly.

c. According to the information and explanations given to us no amount isoverdue to be received from the subsidiary.

iv. The Company has not given any loans guarantees or securities to directorsduring the year and accordingly the provisions of sections 185 of the Act are notapplicable. In respect of loans given to foreign subsidiary the provisions of section 186of the Act have been complied with.

v. In our opinion and according to the information and explanations given tous the Company has not accepted any deposits from the public. Accordingly the provisionsof paragraph 3(v) of the Order is not applicable.

vi. To the best of our knowledge and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under clause (d) of Sub- Section(1) of Section 148 of the Act for the products of the company. Accordingly the provisionsof clause 3(vi) of the said Order are not applicable.

vii. According to the information and explanations given to us and the recordsof the Company examined by us the Company is generally regular in depositingundisputed statutory dues applicable to it with the appropriate authorities. In terms ofits books of account no undisputed statutory dues payable in respect of provident fundemployees’ state insurance income tax sales tax service tax customs duty exciseduty value added tax cess and any other statutory dues were outstanding as atMarch 31 2017 for a period of more than six months from the date they became payable.According to the records of the Company and according to the information andexplanations given to us there were no dues outstanding on account of income tax servicetax sales tax customs duty excise duty on account of dispute.

viii. According to the information and explanations given to us the Company has nottaken any term loans from financial institution banks Government or issueddebentures hence provisions of clause 3 (viii) of the Order is not applicable.

ix. The Company has not raised any money during the year by way of initialpublic offer or further public offer or by way of term loans. Accordingly theprovisions of paragraph 3(ix) of the Order is not applicable.

x. According to the information and explanations given to us no fraud by/on theCompany by its officers and employees has been noticed or reported during the year.

xi. According to the information and explanations given to us managerialremuneration has been provided in accordance with the approvals mandated by the provisionsof section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi company and accordingly provisions of paragraph3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us transactions duringthe year with related parties are in compliance with sections 188 of Act. Details oftransactions with related parties have been disclosed in the financial statements asrequired by the applicable accounting standards.

xiv. According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly the provisions of theparagraph 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him/her.Accordingly the provisions of the paragraph 3(xiv) of the Order is not applicable.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For B. K. RAMADHYANI & CO. LLP.
Chartered Accountants
Firm Registration No. 002878S/S200021
R. SATYANARAYANA MURTHI
Bangalore Partner
May 18 2017 Membership No. 024248

Annexure B referred to in Paragraph 2 (g) under the heading "Report on other legaland regulatory requirements" of our report to the members of TD Power Systems Limited

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 TD PowerSystems Limited ("the Company") as of March 31 2017 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 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate 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 Act.

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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 and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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.

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 March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by ICAI.

For B. K. RAMADHYANI & CO. LLP.
Chartered Accountants
Firm Registration No. 002878S/S200021
R. SATYANARAYANA MURTHI
Bangalore Partner
May 18 2017 Membership No. 024248