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Tinplate Company of India Ltd.

BSE: 504966 Sector: Metals & Mining
NSE: TINPLATE ISIN Code: INE422C01014
BSE 10:23 | 25 Sep 120.50 1.90
(1.60%)
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121.35

HIGH

122.25

LOW

120.50

NSE 10:19 | 25 Sep 120.25 1.45
(1.22%)
OPEN

119.80

HIGH

122.55

LOW

119.80

OPEN 121.35
PREVIOUS CLOSE 118.60
VOLUME 3529
52-Week high 163.95
52-Week low 56.50
P/E 15.90
Mkt Cap.(Rs cr) 1,261
Buy Price 120.60
Buy Qty 125.00
Sell Price 120.70
Sell Qty 3.00
OPEN 121.35
CLOSE 118.60
VOLUME 3529
52-Week high 163.95
52-Week low 56.50
P/E 15.90
Mkt Cap.(Rs cr) 1,261
Buy Price 120.60
Buy Qty 125.00
Sell Price 120.70
Sell Qty 3.00

Tinplate Company of India Ltd. (TINPLATE) - Auditors Report

Company auditors report

To the Members of The Tinplate Company of India Limited Report on the Audit ofthe Financial Statements

OPINION

1. We have audited the accompanying financial statements of The Tinplate Company ofIndia Limited ("the Company") which comprise the balance sheet as at March 312020 and the statement of Profit and Loss (including Other Comprehensive Income)statement of changes in equity and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 and it's total comprehensive income(comprising of profit and other comprehensive income) changes in equity and its cashflows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

EMPHASIS OF MATTER

4. We draw your attention to Note 37 to the financial statements which describes themanagement's assessment of the impact of the outbreak of Coronavirus (COVID_19) on thebusiness operations of the Company. The management believes that no adjustments arerequired in the financial statements as it does not impact the current financial yearhowever in view of the various preventive measures taken (such as complete lock-downrestrictions by the Government of India travel restrictions etc.) and highly uncertaineconomic environment a definitive assessment of the impact on the subsequent periods ishighly dependent upon circumstances as they evolve. Our opinion is not modified in respectof this matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Delay in completion of capital projects Our procedures included the following: -
Refer to Note 3(a)(e) to the financial statements
The Company recognises expenditure incurred on construction of assets as an item of property plant and equipment only at a time when the asset is ready for its intended use as mentioned in Note 2.6 to the financial statements. a. Evaluation of the design and operating effectiveness of the controls implemented by the management for monitoring the status of capital work in progress.
b. Inquiry with project in-charge for understanding the status of the individual capital projects
The Company has Capital Work in Progress amounting to Rs2318.66 lakhs as at the balance sheet date. It includes value aggregating to Rs896.18 lakhs which are related to certain capital projects. The value is represented by items such as plant & machinery and building which were initially planned for commissioning and capitalisation within the timelines approved by the Board of Directors of the Company. However these were delayed on account of different reasons such as delay in finalisation of vendors multiple changes in technical specifications based on change in scope technical issues etc. c. Understanding and evaluation of the reasons for delays in completion of capital projects
Further the Management has concluded that there were no indicators for impairment of capital work in progress. d. Testing the reasons for delays in the various on-going projects as at the year end
Analysing the reason for such delays and testing whether there were any indicators of impairment were area of audit focus. Significant time and e_orts were therefore put in. Consequently the subject was determined to be a Key Audit Matter. e. Management's documentation on whether there were indicators for impairment of capital work in progress were obtained and evaluated.
Based on our work performed we noted that the reasons for delays as cited by the Management led to delayed commissioning and capitalisation of the capital projects. Consequently the Management's conclusion that there are no indicators of impairment for capital work in progress is found to be reasonable.

OTHER INFORMATION

6. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact.

We have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIALSTATEMENTS

7. 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 financial statements that givea true and fair view of the financial position financial performance changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under section 133 of theAct. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of 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.

8. In preparing the financial statements management is responsible for assessing theCompany'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. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

9. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

10. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness reasonableness of accounting estimates and related disclosuresmade by management.of such controls. Evaluate the appropriateness of accounting policiesused and the

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

11. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant defficiencies in internal control that we identify during our audit.

12. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

13. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when 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

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

15. 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 knowledge andbelief 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 comprehensiveincome) the Statement of Changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors taken onrecord by the Board of Directors none of the directors is disqualified as on March 312020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A". (g) With respect to the othermatters to be included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company has disclosed the impact ofpending litigations on its financial position in its financial statements – ReferNote 33(a) to the financial statements ii. The Company has long-term contracts includingderivative contracts as at March 31 2020 for which there were no material foreseeablelosses. iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company during the year ended March31 2020 except for amounts aggregating to Rs 0.40 lakhs which according to theinformation and explanation provided by the management is held in abeyance due todispute/pending legal cases – Refer Note 18(a) iv. The reporting on disclosuresrelating to Specified Bank Notes is not applicable to the Company for the year ended March31 2020 16. The Company has paid/ provided for managerial remuneration in accordance withthe requisite approvals mandated by the provisions of Section 197 read with Schedule V tothe Act.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Rajib Chatterjee
Partner
Gurugram Membership Number: 057134
June 13 2020 UDIN: 20057134AAAAAG6326

Annexure A to Independent Auditors' Report

Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to themembers of The Tinplate Company of India Limited on the financial statements for the yearended March 31 2020

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS UNDERCLAUSE _I_ OF SUB_SECTION 3 OF SECTION 143 OF THE ACT

1. We have audited the internal financial controls with reference to financialstatements of The Tinplate Company of India Limited ("the Company") as of March31 2020 in conjunction with our audit of the financial statements of the Company for theyear ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

2. 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

AUDITORS' RESPONSIBILITY

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing deemedto be prescribed 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 with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. 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 systemwith reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

6. A company's internal financial controls with reference to financial statements 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 controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

OPINION

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2020 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.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Rajib Chatterjee
Partner
Gurugram Membership Number: 057134
June 13 2020 UDIN: 20057134AAAAAG6326

Annexure B to Independent Auditors' Report

Referred to in paragraph 14 of the Independent Auditors' Report of even date to themembers of The Tinplate Company of India Limited on the financial statements as of and forthe year ended March 31 2020 i. (a) The Company is maintaining proper records showingfull particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company except furniture and fixtures and office equipmenthave been physically verified by the Management during the year and no materialdiscrepancies have been noticed on such verification. In our opinion the frequency ofverification is reasonable.

(c) According to the information and explanations given to us and the record examinedby us and based on the examination of the registered sale deed/transferred deed/conveyancedeed provided to us we report that the title deeds comprising all the immovableproperties of land and building which are freehold as disclosed in Note 3(a) on propertyplant & equipment to the financial statements are held in the name of the Company asat the balance sheet date. In respect of immovable properties of self -constructedbuildings on leasehold land as disclosed in Note 3(a) on property plant & equipmentto the financial statements the land sub-lease agreements with the parent Company(lessor) is in the process of being renewed.

ii. The physical verification of inventory (excluding stocks with third parties) havebeen conducted at reasonable intervals by the Management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Thediscrepancies noticed on physical verification of inventory as compared to book recordswere not material and have been appropriately dealt with in the books of accounts. iii.There are no companies/ firms / Limited Liability Partnerships/ other parties covered inthe register maintained under Section 189 of the Act.

iv. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186. Therefore theprovisions of Clause 3(iv) of the said Order are not applicable to the Company. v. TheCompany has not accepted any deposits from the public within the meaning of Sections 7374 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products.

We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete. vii. (a) According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company is generally regular indepositing undisputed statutory dues in respect of income tax and goods and service taxthough there has been a slight delay in a few cases and is regular in depositingundisputed statutory dues including provident fund sales tax service tax duty ofcustoms duty of excise value added tax cess and other material statutory dues asapplicable with the appropriate authorities. We are informed that the Company has appliedfor exemption from payment of dues under the Employee's State Insurance Act and necessarysteps in this regard has already been taken by the Company. We understand that the pastdemands made by the authorities in this regard have not been paid by the Company as thematter is sub-judice and the Company has obtained stay in its favour from the judicialauthorities. Refer Note 33(a).

Also refer Note 30.6 to the financial statements regarding management's assessment oncertain matters relating to provident fund.

Further for the period March 1 2020 to March 31 2020 the company has paid Goods andService Tax and filed Form GSTR-3B (after the due date but) within the timelines allowedby Central Board of Indirect Taxes and Customs under the Notification Number 31/2020 datedApril 3 2020 on fulfilment of conditions specified therein.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of goods and service tax which have not beendeposited on account of any dispute. The particulars of dues of income tax sales taxservice tax duty of customs duty of excise value added tax as at March 31 2020 whichhave not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs in Lacs) Period to which the amount relates Forum where the dispute is pending
Central Sales Tax Act 1956 Central Sales Tax 5.75 1979-80 Joint Commissioner of Commercial Taxes (Appeals)
Central Sales Tax Act 1956 Central Sales Tax 18.30 1999-00 Commercial Taxes Tribunal
Bihar Finance Act 1981 Sales Tax 73.20 1994-95 1995-96 1996-97 Commercial Taxes Tribunal
Jharkhand Value Added Tax Act 2005 Valued Added Tax 1904.74 2011-12 2015-16 The Commissioner of Commercial Taxes
Jharkhand Value Added Tax Valued Added Tax 965.08 2010-11 2012-13 2013-14 Commercial Taxes Tribunal
Act 2005
West Bengal Value Added Tax Act 2003 Valued Added Tax 265.76 2015-16 The Commissioner of Commercial Taxes
Central Excise Act 1944 Excise Duty 649.79 2005-06 Customs Excise and Service Tax Appellate Tribunal
Customs Act 1962 Customs Duty 215.65 1984-85 Calcutta High Court
Finance Act 1994 Service Tax 3828.52 2001-02 2002-03 2003-04 2004- 05 2005-06 2006-07 2007-08 2008- 09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 Customs Excise and Service Tax Appellate Tribunal
Income-tax Act 1961 Income Tax 2.63 2007-08 Assessing Officer
Income-tax Act 1961 Income Tax 7752.20 2014-15 2016-17 2017-18 Commissioner of Income Tax (Appeals)
Income-tax Act 1961 Income Tax 195.92 2008-09 2011-12 Income Tax Appellate Tribunal

viii. As the Company does not have any loans or borrowings from any financialinstitution or bank or Government nor has it issued any debentures as at the balancesheet date the provisions of Clause 3(viii) of the Order are not applicable to theCompany. ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. TheCompanyhaspaid/providedformanagerialremuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct. Also refer paragraph 16 of our main audit report xii. As the Company is not a NidhiCompany and the Nidhi Rules 2014 are not applicable to it the provisions of Clause3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under IndianAccounting Standard (Ind AS) 24 Related Party Disclosures specified under Section 133 ofthe Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants

 

Rajib Chatterjee
Partner
Gurugram Membership Number: 057134
June 13 2020 UDIN: 20057134AAAAAG6326