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Titagarh Wagons Ltd.

BSE: 532966 Sector: Engineering
NSE: TWL ISIN Code: INE615H01020
BSE 00:00 | 25 Mar 68.70 -1.45
(-2.07%)
OPEN

69.90

HIGH

69.90

LOW

68.10

NSE 00:00 | 25 Mar 68.85 -1.45
(-2.06%)
OPEN

69.00

HIGH

69.55

LOW

68.10

OPEN 69.90
PREVIOUS CLOSE 70.15
VOLUME 28150
52-Week high 123.85
52-Week low 55.15
P/E 99.57
Mkt Cap.(Rs cr) 794
Buy Price 68.70
Buy Qty 38.00
Sell Price 69.70
Sell Qty 3.00
OPEN 69.90
CLOSE 70.15
VOLUME 28150
52-Week high 123.85
52-Week low 55.15
P/E 99.57
Mkt Cap.(Rs cr) 794
Buy Price 68.70
Buy Qty 38.00
Sell Price 69.70
Sell Qty 3.00

Titagarh Wagons Ltd. (TWL) - Auditors Report

Company auditors report

To

The Members of Titagarh Wagons Limited

Report on the Standalone Indian Accounting Standards (Ind AS) FinancialStatements

We have audited the accompanying standalonelnd AS financial statementsof Titagarh Wagons Limited("the Company") which comprise the Balance Sheet asat March 31 2018 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone Ind AS financialstatements to give a true and fairview of the financial position financial performance (including other comprehensiveincome) cash flowsand changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including thelndian Accounting Standards specifiedin the Companies (Indian Accounting Standards) Rules 2015 (as amended) under Section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsinaccordance 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 appropriateaccounting 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 thepreparation and presentation of thestandalone Ind AS financial statements that give a true and fair view and are freefrommaterial misstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit.

We have taken into account the provisions of the Act and the Rules madethereunder including the accounting and

auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143(10)of the Act andother applicable authoritative pronouncements issued by the Institute of CharteredAccountants of India. Those Standards and pronouncements require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone Ind AS financial statements. Theprocedures selected depend on the auditors' judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whetherdueto fraud or error. In making those risk assessments the auditor considers internalfinancial controlrelevant to the Company's preparation of the standalone Ind ASfinancial statements that give a true and fair view in orderto design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimatesmade by the Company's Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us theaforesaid standaloneInd AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2018 and its total comprehensive income(comprising of profit and other comprehensive income) its cash flows and the changes inequity for the year ended on that date.

Other Matter

The standalone Ind AS financial statements of the Company for the yearended March 31 2017 were audited by another firm of chartered accountants under theCompanies Act 2013 who vide their report dated May 19 2017 expressed an unmodifiedopinion on those financial statements. Our opinion is not qualified in respect of thismatter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act ("the Order") and on the basis of such checks of the books and recordsof the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure B a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanationswhich to the best of ourknowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of accountas required by law have beenkept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss (includingother comprehensive income) the Cash Flow Statement and the Statement of Changes inEquity dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Indian Accounting Standardsspecified under Section 133 of theAct.

(e) On the basis of the written representations received from thedirectors as on March 31 2018 taken on record by the Board of Directors none of thedirectors is disqualified as onMarch 31 2018 from being appointed as a director in termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in theAuditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of ourknowledge and belief and according tothe information and explanations given to us:

i. The Company has disclosed the impact if any of pending litigationsas at March 31 2018 on its financial position in its standalone Ind AS financialstatements - Refer Note 36 to the standalone Ind AS financial statements;

ii. The Company has long-term contracts including derivative contractsas at March 31 2018 for which there were no material foreseeable losses.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended March 31 2018.

iv. The reporting on disclosures relating to Specified Bank Notes isnot applicable to the Company for the year ended March 31 2018.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009 Chartered Accountants

Avijit Mukerji

Partner

Membership Number 056155

Kolkata

May 29 2018

Referred to in paragraph 11(f) of the Independent Auditors' Reportof even date to the members of Titagarh Wagons Limited on the standalone Ind AS financialstatements as of and for the year ended March 31 2018

Report on the Internal Financial Controls with reference to financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference tofinancial statements of Titagarh Wagons Limited ("the Company") as of March 312018 in conjunction with our audit of the standalone Ind AS financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing andmaintaining internal financial controlsbased on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated inthe Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued bythe Institute of Chartered Accountants of India (ICAI).Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance withthe Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the"Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the GuidanceNote

require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols with reference to financial statementswas established and maintained and if suchcontrols operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk thatamaterial weakness exists and testing and evaluating the design and operatingeffectiveness ofinternal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial

statements

6. A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includesthose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of

the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorised acquisition use ordisposition of the company'sassets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference

to financial statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes inconditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to financial statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at March 31 2018 based on theinternal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants ofIndia.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009 Chartered Accountants

Avijit Mukerji

Partner

Membership Number 056155

Kolkata

May 29 2018

Referred to in paragraph 10 of the Independent Auditors' Report ofeven date to the members of Titagarh Wagons Limited on the standaloneInd AS financialstatements as of and for the year ended March 31 2018

i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation offixed assets.

(b) The fixed assets are physically verified by the Managementaccording to a phased programme designed to cover all the items over a period of threeyears which in our opinion is reasonable having regard to the size of the Company andthe

nature of its assets. Pursuant to the programme a portion of the fixedassets has been physically verified by the Management during the year and no materialdiscrepancies have been noticed on such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 onproperty plant and equipment to the standalone Ind AS financial statements are held inthe name of the Company except for the following (details of which are set out in Note3(a) to the standalone Ind AS financial statements:

No. of cases Particulars

Gross Carrying Amount (Rs. in lacs)

Net Carrying Amount (Rs. in lacs)

Remarks
1 Freehold Land

9409.78

9409.78

Original copy of title deeds not available with the Company
1 Freehold Land

3391.29

3391.29

Title deeds are not in the name of the Company
1 Buildings

181.91

176.44

Registration of title deeds is pending
2 Buildings

572.04

533.58

Title deeds are not in the name of the Company

ii. The physical verification of inventory (excluding stocks with thirdparties) have been conducted at reasonable intervals by the Management during the year. Inrespect of inventory lying with third parties these have substantially been confirmed bythem. The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material.

iii. The Company has not grantedany loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under Section 189 of the Act. Therefore the provisions of Clause 3(iii)(iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013 in respect of the loans and investments made and guarantees andsecurity provided by it as applicable.

v. The Company has not accepted any deposits from the public within themeaning of Sections 73 74 75 and 76 of the Act and the Rules framed there under to theextent notified.

vi. Pursuant to the rules made by the Central Government of India theCompany is required to maintain cost records as specified under Section 148(1) of the Actin respect of its products. We have broadly reviewed the same and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained. Wehave not however made a detailed examination of the records with a view to determinewhether they are accurate or complete.

vii. (a) According to the information and explanations

given to us and the records of the Company examined by us in ouropinion except for dues in respect of sales tax the Company is generally regular indepositing undisputed statutory dues in respect of provident fund income tax duty ofcustoms goods and service tax with effect from July 1 2017 and professional tax thoughthere has been delay in a few cases and is regular in depositing undisputed statutorydues including employees' state insurance service tax duty of excise value addedtax cessand other material statutory dues as applicable with the appropriateauthorities. The extent of the arrears of statutory dues outstanding as at March 31 2018for a period of more than six months from the date they became payable are as follows:

Name of the statute

Nature of dues

Amount (Rs. in lacs)

Period to which the amount relates

Due date

Date of Payment

Central Sales Tax Act 1956

Sales Tax

1.69

February 2017

March 20 2017

May 5 2018

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of service tax and goods andservice taxwhich have not been deposited on account of any dispute. The particulars ofdues of income taxsales tax duty of customs duty of excise and value added tax as atMarch 31 2018 which have 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
The West Bengal Sales Tax Act 1944 Sales tax

5.24

2004-2005

West Bengal Taxation Tribunal
The West Bengal Value Added Tax Act 2003 Value added tax

1019.73

2012-13 to 2014-15

West Bengal Taxation Tribunal
Value added tax

17.43

2010-11

Additional Commissioner of Commercial Taxes
The Central Sales Tax Act 1956 Sales tax

63.84

2013-14

West Bengal Commercial Taxes Appellate & Revision Board
Sales tax

45.13

2014-15

Additional Commissioner of Commercial Taxes
The Customs Act 1962 Customs duty

1280.61

2006-2007 and 2012-2013

Customs Excise and Service Tax appellate Tribunal
Foreign Trade Development and Regulation Act 1992 Terminal excise duty

693.20

2008-2010

Directorate General of Foreign Trade
The Central Excise Act 1944 Excise duty

1098.27

April 2012 to June 2012 2007-08 2008-09 August 2007 to April 2009.

Customs Excise and Service Tax appellate Tribunal
Excise duty

164.22

2006-07 to 2013-2014

Commissioner of Central Excise (Appeal)
Excise duty

18892.06

1995-96 to2015-16

Commissioner of Central Excise and Service Tax
Excise duty

530.30

2011-12 to 2015-2016

Additional Commissioner of Central Excise and Service Tax
Excise duty

452.00

2013-14 and 2014-15

Joint Commissioner of Central Goods and Service Tax
Excise duty

76.92

2009-10 to 2010-11 2014-15 and 2015-16

Assistant Commissioner of Central Excise and Service Tax
The Income-taxAct 1961 Income Tax

289.98

2004-05- 2014-15

Commissioner of Income Tax (Appeal)
Income Tax

4.86

2009-10

Assistant Commissioner of Income Tax (Appeal)

viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Government or dues todebenture holders as applicable as at the balance sheet date.

ix. In our opinion and according to the information and explanationsgiven to us the moneys raised by way of term loans have been applied on an overallbasis for the purposes for which they were obtained. The Company has not raised anymoneys by way of initial public offer and further public offer (including debtinstruments).

x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross anyinstance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.

xi. The Company has paid/ provided for managerial remuneration inaccordance with therequisite approvals mandated by the provisions of Section 197 read withSchedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the provisions of Clause 3(xii) of the Order are not applicableto the Company.

xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of relatedparty transactions have been disclosed in the standalone Ind AS financial statements asrequired under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specifiedunder Section 133 of the Act.

xiv. The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable tothe Company.

xv. The Company has not entered into any non cash transactions with itsdirectors or persons connected with him. Accordingly the provisions of Clause 3(xv) ofthe Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) ofthe Order are not applicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009 Chartered Accountants

Avijit Mukerji

Partner

Membership Number 056155

Kolkata

May 29 2018