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Titan Company Ltd.

BSE: 500114 Sector: Consumer
NSE: TITAN ISIN Code: INE280A01028
BSE 00:00 | 19 Oct 789.30 -10.85
(-1.36%)
OPEN

814.00

HIGH

814.05

LOW

778.00

NSE 00:00 | 19 Oct 788.70 -11.40
(-1.42%)
OPEN

810.00

HIGH

810.00

LOW

782.50

OPEN 814.00
PREVIOUS CLOSE 800.15
VOLUME 143395
52-Week high 1006.00
52-Week low 584.00
P/E 53.88
Mkt Cap.(Rs cr) 70,074
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 814.00
CLOSE 800.15
VOLUME 143395
52-Week high 1006.00
52-Week low 584.00
P/E 53.88
Mkt Cap.(Rs cr) 70,074
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titan Company Ltd. (TITAN) - Auditors Report

Company auditors report

To the Members of Titan Company Limited

REPORT ON THE AUDIT OF THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statementsof Titan Company Limited ("the Company") which comprise the Balance Sheet as at31 March 2018 the Statement of Profit and Loss the Statement of Changes in Equity andthe Statement of Cash Flows for the year then ended and summary of the significantaccounting policies and other explanatory information (hereinafter referred to as"the standalone Ind AS financial statements").

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 financial statements that give a true and fairview of the state of affairs profit/loss and other comprehensive income changes inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

AUDITOR'S 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 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 of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the standalone Ind AS financialstatements 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 auditor's judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind ASfinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Board of Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness ofmanagement's use of the going concern basis of accounting and based on the auditevidence obtained whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the entity's ability to continue as a goingconcern. If we conclude that a material uncertainty exists we are required to drawattention in the auditor's report to the related disclosures in the financialstatements or if such disclosures are inadequate to modify the opinion. Our conclusionsare based on the audit evidence obtained up to the date of the auditor's report.However future events or conditions may cause an entity to cease to continue as a goingconcern.

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 the aforesaid standalone Ind 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 31 March 2018 its profit (and other comprehensive income)changes in equity and its cash flows for the year ended on that date.

OTHER MATTERS

Corresponding figures for the year ended 31 March 2017 have beenaudited by another auditor who expressed an unmodified opinion dated 12 May 2017 on thestandalone Ind AS financial statements of the Company for the year ended 31 March 2017.

Our opinion on the standalone Ind AS financial statements is notmodified in respect of the above matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required by Section 143(3) of the Act we report that: a) We havesought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books 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 of Profitand Loss the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account. d) In our opinion the aforesaidstandalone Ind AS financial statements comply with the Indian Accounting Standardsprescribed under Section 133 of the Act. e) On the basis of the written representationsreceived from the directors as on 31 March 2018 taken on record by the Board of Directorsnone of the directors is disqualified as on 31 March 2018 from being appointed as adirector in terms of Section 164(2) of the Act. f) With respect to the adequacy of theinternal financial controls with reference to standalone Ind AS financial statements ofthe Company and the operating effectiveness of such controls refer to our separate Reportin "Annexure B". g) With respect to the other matters to be included in theAuditor'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 and according to theexplanations given to us: i. The Company has disclosed the impact of pending litigationson its financial position in its standalone Ind AS financial statements; - Refer Note 28to the standalone Ind AS financial statements; ii. The Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses; iii. There has been no delay in transferring amounts required to be transferred[excluding disputed legal cases as explained in Note 14.3 to the standalone Ind ASfinancial statements] to the Investor Education and Protection Fund by the Company; andiv. The disclosures in the standalone Ind AS financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018.

for B S R & Co. LLP

Chartered Accountants

Firm Registration Number: 101248W/W-100022

Supreet Sachdev

Partner

Membership Number: 205385 Place: Bengaluru Date: 10 May 2018

Annexure A to the Independent Auditor's Report

With reference to the Annexure A referred to in the IndependentAuditor's Report to the members of the Company on the standalone Ind AS financialstatements for the year ended 31 March 2018 we report the following:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of itsfixed assets by which all fixed assets are verified in a phased manner over a period ofthree years. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. Pursuant to theprogramme certain fixed assets were physically verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties included in fixed assets are held in the name of the Company.

(ii) The inventory except goods-in-transit and stocks lying with thirdparties has been physically verified by the management during the year. In our opinionthe frequency of such verification is reasonable. The discrepancies noticed onverification between the physical stock and the book records were not material. For stockslying with third parties at the year-end written confirmations have been obtained by theManagement.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of the Orderare 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 Sections 185 and 186 of theAct with respect to the loans given and investments made. Further there are noguarantees and security given in respect of which provisions of section 185 and 186 of theAct are applicable.

(v) In our opinion and according to the information and explanationsgiven to us the Company has complied with the applicable directives issued by the ReserveBank of India provisions of Section 73 to 76 of the Act any other relevant provisions ofthe Act and the relevant rules framed thereunder with regard to deposits accepted from thepublic. Accordingly there have been no proceedings before the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunalin this matter and no order has been passed by any of the aforesaid authorities.

(vi) The Central Government has not prescribed the maintenance of costrecords under Section 148 of the Act for any of the products manufactured by the Company.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Provident fundEmployees' State Insurance Income-tax Sales tax Service tax Goods and Servicestax duty of Customs duty of Excise Value added tax Cess and other material statutorydues have generally been regularly deposited during the year by the Company with theappropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of Provident fund Employees' State InsuranceIncome-tax Sales tax Service tax Goods and Services tax duty of Customs duty ofExcise Value added tax Cess and other material statutory dues were in arrears as at 31March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us thereare no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty ofCustoms or duty of Excise or Value added tax which have not been deposited by the Companyon account of disputes except for the following:

Statute/ Nature of dues

Amount*

Period to which the amount relates

Forum where the dispute in pending

(In ` lakhs)

Excise duty (including service tax)

8914

2005-2009

Supreme Court

(700)

1

2001-2002

High Court(s)

(1)

10220

1987-2012

Tribunal(s)

(2902)

79

1994-2015

Appellate Authority upto

(14)

Commissioner's level
Sales tax/ value added tax

87

2000-01

High Court(s)

(15)

98

2009-2012

Tribunal(s)

(27)

2566

1999-2017

Appellate Authority upto

(1058)

Commissioner's level
Customs duty

68

2012-2013

Appellate Authority upto

(36)

Commissioner's level
Income-tax

827

1998-2003

High Court(s)

(827)

7519

2005-2013

Tribunal(s)

(4330)

2163

2000-2005

Appellate Authority upto

(2163)

Commissioner's level

* the amounts disclosed are excluding interest and penalties whereverapplicable and amount in brackets represent amounts paid under protest.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of loans or borrowings tofinancial institutions and banks. The Company did not have any outstanding loans orborrowings from government and there are no dues to debenture holders during the year.(ix) In our opinion and according to the information and explanations given to us theCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly paragraph 3(ix)of the Order is not applicable to the Company. (x) To the best of our knowledge andaccording to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) In our opinion and according to the information and explanationsgiven to us and based on examination of the records of the Company the Company haspaid/provided managerial remuneration in accordance with the requisite approvals mandatedby the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us in ouropinion the Company is not a Nidhi Company as prescribed under Section 406 of the Act.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company all transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of all transactions have been disclosed in the standalone Ind AS financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicableto the Company.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanation given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

for B S R & Co. LLP

Chartered Accountants

Firm Registration Number: 101248W/W-100022

Supreet Sachdev

Partner

Membership Number: 205385 Place: Bengaluru Date: 10 May 2018

Annexure B to the Independent Auditor's Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEIND AS FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THECOMPANIES ACT 2013 ("THE ACT")

We have audited the internal financial controls with reference tostandalone Ind AS financial statement of Titan Company Limited ("the Company")as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financialstatements 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 andmaintaining internal financial controls based on the internal control with reference tostandalone Ind AS financial statement criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") issued by theInstitute 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 the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Act.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to standalone Ind AS financial statement basedon our audit. We conducted our audit in accordance with the Guidance Note and theStandards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internal

financial controls with reference to standalone Ind AS financialstatement was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control system with reference to standalone Ind ASfinancial statement and their operating effectiveness. Our audit of internal financialcontrols with reference to standalone Ind AS financial statement included obtaining anunderstanding of internal financial controls with reference to standalone Ind AS financialstatement 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 standalone Ind AS financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to standalone Ind AS financial statement.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE INDAS FINANCIAL STATEMENT

A company's internal financial control with reference tostandalone Ind AS financial statement is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control with reference tostandalone Ind AS financial statement 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 thefinancial statements.

Inherent Limitations of Internal Financial Controls with reference toStandalone Ind AS Financial Statement

Because of the inherent limitations of internal financial controls withreference to standalone Ind AS financial statement including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial controls with reference to standalone Ind AS financial statement to futureperiods are subject to the risk that the internal financial control with reference tostandalone Ind AS financial statement may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

OPINION

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to standalone Ind AS financial statementand such internal financial controls with reference to standalone Ind AS financialstatement were operating effectively as at 31 March 2018 based on the internal controlwith reference to standalone Ind AS financial statement criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the ICAI.

for B S R & Co. LLP

Chartered Accountants

Firm Registration Number: 101248W/W-100022

Supreet Sachdev

Partner

Membership Number: 205385 Place: Bengaluru Date: 10 May 2018