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Total Transport Systems Ltd.

BSE: 538444 Sector: Others
NSE: TOTAL ISIN Code: INE336X01012
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Total Transport Systems Ltd. (TOTAL) - Auditors Report

Company auditors report

To the Members of TOTAL TRANSPORT SYSTEMS LIMITED

Report on the Financial statements

We have audited the accompanying financial statements of TOTAL TRANSPORT SYSTEMSLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss the Statement of Cash Flows for the year ended anda summary of significant accounting policies and other explanatory information.

Management's responsibility for the 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 financial statements that give a true and fair view of the financial position andfinancial performance of the Company in accordance with accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct read with the Companies (Accounting Standards) Amendment Rules 2016. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities selection and application of appropriateaccounting policies making judgements and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of accounting recordsrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements.

The procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the statements whether due to fraud or error. Inmaking those risk assessments the auditor considers internal financial controls financialrelevant to the Company's preparation of the financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstancesbut not for the purpose of expressing an opinion on whether the Company has in place anadequate internal financial control system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the financialstatements

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2018 and their profit and their cash flows year ended on that date.

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 of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief 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 and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account.

d) In our opinion the Balance Sheet the Statement of Profit and Loss and theStatement of Cash Flows comply with the Accounting Standards specified under Section 133of the Act the Companies (Accounting Standards) Amendment Rules 2016.

e) On the basis of written representations received from the Directors as on 31stMarch 2018 and taken on record by the Board of Directors none of the Directors aredisqualified as on 31st March 2018 from being appointed as a Director in terms ofSection 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B" and

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.

(ii) The Company has made a provision as required under the applicable law oraccounting standards for material foreseeable losses if any and as required on longterm contracts including derivative contracts.

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund.

For D. B. Ketkar & Co.
Chartered Accountants
FRN: 105007W
N. S. Ketkar
Place: Mumbai (Partner)
Date: 21st May 2018 Membership No.: 040521

Annexure – A to the Auditor's report

The Annexure referred to in paragraph 1 of the Auditor's report on other Legal andregulatory requirements of even date to the members of the Company on the financialstatements for the year ended 31st March 2018.

i. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

b) As explained to us fixed assets have been physically verified by the management atregular intervals and no material discrepancies were noticed on such verification.

c) Based on the information and explanations given to us and based on the examinationof records by us the title deeds to immovable properties are held in the name of thecompany.

ii. The Company is a service company primarily rendering services. Accordingly itdoes not hold any physical inventories. Thus paragraph 3(ii) of the Order is notapplicable to the Company.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnership or other parties covered in the register maintained undersection 189 of the Act.

iv. The Company has not granted any loans or provided any guarantees or security to theparties covered under Section 185 of the Act. The Company has complied with provisions ofSection 186 of the Act in respect of investments made or loans or guarantee or securityprovided to the parties covered under Section 186.

v. The Company has not accepted any deposits from the public.

vi. The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the services rendered by the Company.

vii. a) According to the information and explanation given to us and based on therecords of the Company examined by us the Company is regular in depositing the undisputedstatutory dues including Provident Fund Employees State Insurance Income Tax CustomDuty Goods and Service Tax and other material statutory dues as applicable with theappropriate authorities in India;

b) According to the information and explanation given to us and based on the records ofthe Company examined by us there are no dues of Provident Fund Employees StateInsurance Income Tax Custom Duty Goods and Service Tax which have not been deposited onaccount of any dispute except to the extent disclosed below:

Nature of the statute Nature of the dues Amount Period Forum where the dispute is pending Remarks
Income Tax Act 1961 Penalty 325000 A.Y 2010-11 CIT (Appeals)
Income Tax Act 1961 Penalty 165000 A.Y 2011-12 CIT (Appeals)

viii. According to the information and explanations given to us the Company has notdefaulted in repayment of dues to the bank financial institutions and/or government.

ix. According to the information and explanations given to us and based on the auditprocedures conducted by us the Company has applied the monies received from the InitialPublic Offering for the purposes stated in the prospectus.

x. According 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. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/ provided managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with schedule V of the Companies Act 2013.

xii. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has made a preferential allotmentof shares during the year and the Company has applied the monies received from theallotment for the stated purposes. xv. According to the information and explanations givento us and based on our examination of the records of the Company the Company has notentered into non-cash transactions with directors or persons connected with him.Accordingly paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable.

For D. B. Ketkar & Co.
Chartered Accountants
FRN: 105007W
N S. Ketkar
(Partner)
Place: Mumbai Membership No.: 040521
Date: 21st May 2018

Annexure – B to the Auditor's report

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 TOTALTRANSPORT SYSTEMS LIMITED ("the Company") as of 31st March 2018 inconjunction with our audit of standalone financial statements of the Company for the yearended 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 Reportingissued by the 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 safeguarding ofits 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 Companies Act 2013.

Auditor's responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting("the Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively in all material respects.

 

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risk ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting andpreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the Company's assets that could have a material effecton 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 internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree ofcompliance 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 such internal financial controls over financialst March 2018 based on the internal control established by the Companyconsidering the essential components of internal control stated in the overfinancialGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For D. B. Ketkar & Co.
Chartered Accountants
FRN: 105007W
N. S. Ketkar
Place: Mumbai (Partner)
Date: 21st May 2018 Membership No.: 040521