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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 Members of Total Transport Systems Limited

Report on the Audit of the Standalone Financials Statements Opinion

We have audited the standalone Ind AS financial statements of Total Transport SystemsLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2021 and the statement of Profit and Loss the Statement of Changes in Equity andstatement of Cash Flows for the year then ended and notes to the financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2021 and its profit including other comprehensive income thechanges in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified

Act 2013. Our responsibilities under those Standards are further described in theAuditor's Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of theCompanies Act 2013 and the Rules thereunder. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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.

Contingent Liability

Refer Note 28 For the year ended 31st March 2021 the company has contingentliabilities of Rs.11.81 crores.

A provision is recognised when there is a present obligation as a result of a pastevent from which it is probable that an outflow of resources embodying economic benefitswill be required to settle the obligation and a amount of the obligation. A disclosure fora contingent liability is made when there is a possible obligation or a present obligationthat may but probably will not require an outflow of resources. Where there is apossible obligation or a present obligation that the likelihood of outflow or resources isremote no provision or disclosure is made.

This area is considered as a key audit matter as evaluation of these matters requiresManagement judgement and estimation interpretation of laws and regulations andapplication of relevant judicial precedents to determine the probability of outcome ofongoing proceedings and outflow of economic resources if any and the recognition ofprovisions disclosure of contingent liabilities and related disclosures to be made in thestandalone financial statements.

Audit Procedures to address the Key Audit Matter

We have assessed the company's accounting policy as per Ind AS-37 "ProvisionsContingent Liabilities and Contingent Assets". Obtained details of completed taxassessments and demands for the year ended March 31 2021 from Management. We reviewed thesame to challenge the managements underlying assumptions in estimating the tax provisionand the possible outcome of the disputes. We have also evaluated the appropriateness andadequacy of disclosures prepared and presented by the management in the financialstatements.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprise the information included in the annual report but does not includethe financial statements and our auditor's report thereon. The annual report is expectedto be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and wewill not express any conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified it becomes available and in doing so consider whetherthe other information is materially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance andtake appropriate action as applicable under the relevant laws and regulations.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.

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. The

Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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

1. Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 financialstatements or if such disclosures are inadequate to modify our opinion. Ourconclusions 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.

5. Evaluate the overall presentation structure and content of the financialstatementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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

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 Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

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 ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. c) The Balance Sheet the Statement of Profit and Loss theStatement of Changes in Equity and the Cash Flow Statement dealt with by this Report arein agreement with the books of account. d) In our opinion the aforesaid standalone Ind ASfinancial statements comply with the Indian Accounting Standards specified under Section133 of the Act. e) On the basis of the written representations received from the directorsas on 31st March 2021 taken on record by the

Board of Directors none of the directors is disqualified as on 31st March2021 from being appointed as a director in terms of Section 164 (2) of the Act. f) Withrespect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls refer to our separate Report in"Annexure B" g) In our opinion 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. h) 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 Refer Note 28 tothe financial statements; ii. The Company has made provision as required under theapplicable law or Indian Accounting Standards for material foreseeable losses if any onlong-term contracts including derivative contracts iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company

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 2021. i. a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets; b) As explained to us fixed assets have been physicallyverified by the management at regular intervals and no material discrepancies were noticedon such verification. c) Based on the information and explanations given to us and basedon the examination of records by us the title deeds to immovable properties are held inthe name of the company. ii. The Company is a service company primarily renderingservices. Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) ofthe Order is not applicable to the Company. iii. The Company has not granted any loanssecured or unsecured to companies firms Limited Liability Partnership or other partiescovered in the register maintained under section 189 of the Act. iv. The Company has notgranted any loans or provided any guarantees or security to the parties covered underSection 185 of the Act. The Company has complied with provisions of Section 186 of the Actin respect of investments made or loans or guarantee or security provided to the partiescovered 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 the records of theCompany examined by us the Company is regular in depositing the undisputed statutorydues including Provident Fund Employees State Insurance Income Tax Custom Duty Goodsand Service Tax and other material statutory dues as applicable with the appropriateauthorities in India; b) According to the information and explanation given to us andbased on the records of the Company examined by us there are no dues of Provident FundEmployees State Insurance Income Tax Custom Duty Goods and Service Tax which have notbeen deposited on account 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
Finance Act 1994 Duty & Penalty 112753445 F.Y. 2009-10 to 2014-15 Commissioner (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. The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

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 given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe 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.

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 reportingof TOTALTRANSPORT SYSTEMS LIMITED ("the Company") as of 31st March 2021in conjunction with our audit of standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial 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 extent applicable to an audit of internalfinancial controls both applicable to audit of Internal Financial Controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting were established andmaintained and if such controls operated effectively 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 sufficientand 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 the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reportingwereoperatingeffectivelyst March 2021 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S C M K & Co LLP
Chartered Accountants
FRN: W100662
S M Chitnis
(Partner)
Place: Mumbai Membership No.: 043152
Date: 28th June 2021

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