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Transwarranty Finance Ltd.

BSE: 532812 Sector: Financials
NSE: TFL ISIN Code: INE804H01012
BSE 09:34 | 22 Mar 5.30 0.58
(12.29%)
OPEN

5.15

HIGH

5.30

LOW

5.15

NSE 09:28 | 22 Mar 5.05 0.15
(3.06%)
OPEN

4.25

HIGH

5.05

LOW

4.25

OPEN 5.15
PREVIOUS CLOSE 4.72
VOLUME 5001
52-Week high 9.38
52-Week low 3.57
P/E 176.67
Mkt Cap.(Rs cr) 13
Buy Price 4.25
Buy Qty 500.00
Sell Price 5.25
Sell Qty 200.00
OPEN 5.15
CLOSE 4.72
VOLUME 5001
52-Week high 9.38
52-Week low 3.57
P/E 176.67
Mkt Cap.(Rs cr) 13
Buy Price 4.25
Buy Qty 500.00
Sell Price 5.25
Sell Qty 200.00

Transwarranty Finance Ltd. (TFL) - Auditors Report

Company auditors report

TO THE BOARD OF DIRECTORS OF

TRANSWARRANTY FINANCE LIMITED

1. We have audited the accompanying statement of standalone financial Results of TRANSWARRANTYFINANCE LIMITED (the "Company") for the year ended March 31 2018 (the"Statement") wherein the effect of amalgamation of Transwarranty ConsultantsPrivate Limited with the Company has been given pursuant to the approved Scheme ofAmalgamation with effect from the Appointed Date i.e. 1 May 2017 being submitted by theCompany pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. This Statement which is the responsibility ofthe Company's Management and approved by the Board of Directors has been prepared on thebasis of the related standalone financial statements which are in accordance with theAccounting Standard prescribed under Section 133 of Companies Act 2013 as applicableand other accounting principles generally accepted in India. Our responsibility is toexpress an opinion on the Statement based on our audit of such standalone Statement.

2. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we plan andperform the audit to obtain reasonable assurance about whether the Statement is free frommaterial misstatement.

internal control. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the significant accounting estimatesmade by the Management as well as evaluating the overall presentation of the Statement.

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

3. In our opinion and to the best of our information and according to the explanationgiven to us the Statement:

a. is presented in accordance with the requirements of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015; and

b. the statement gives a true and fair view in conformity with the aforesaid AccountingStandards and other accounting principles generally accepted in India of the standalonenet profit and other financial information of the Company for the year ended March312018.

4. The Statement includes the results for the quarter ended March 31 2018 being thebalancing figure between audited figures in respect of the full financial year and thepublished year to date figures up to the third quarter of the current financial year whichwere subject to limited review by us.

For RAHUL GAUTAM DIVAN & ASSOCIATES

Chartered Accountants

(Firm's Registration Number: 120294W)

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Statement. The procedures selected depend upon the auditors'judgment including the risks of material misstatement of the Statement whether due tofraud or error. In making those risk assessments the auditor considers internal controlrelevant to the Company's preparation and fair presentation of the Statement in order todesign audit procedures that are appropriate for the circumstances but not for thepurpose of expressing an opinion of the effectiveness of the Company's

RAHUL DIVAN

Partner

Membership Number: 100733

Place : Mumbai

Date : 07 May 2018

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF TRANSWARRANTY FINANCE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of TranswarrantyFinance Limited ("the Company") for the year ended on 31 March 2018 whereinthe effect of amalgamation of Transwarranty Consultants Private Limited with the Companyhas been given pursuant to the approved Scheme of Amalgamation with effect from theAppointed Date i.e. 1 May 2017.

These standalone financial statements wherein the effect of the Scheme of Amalgamationhas been given comprise the Balance Sheet as at 31 March 2018 the Statement of Profitand Loss the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information.

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 Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

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 the provisions of the Act and theRules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 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 andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial 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 Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2018 its profit and its cash flows for the 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 Companies Act 2013 we give in the Annexure 'A' a statement on the matters specifiedin paragraphs 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 best of our knowledge and belief were necessary for thepurposes 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 Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164(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'.

(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 - Refer Note 25 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

iv. The disclosure in the financial statements regarding holdings as well as dealing inSpecified Bank Notes during the period from 8th November 2016 to 30th December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm's RegistrationNumber: 120294W)

RAHUL DIVAN Partner

Membership Number: 100733

Place : Mumbai Date : 07 May 2018

ANNEXURE ‘A' TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to in paragraph 1 under the heading of 'Report on Other Legal andRegulatory Requirements' of our report of even date.)

(i) (a) In our opinion the Company has maintained

proper records showing full particulars including quantitative details and situation offixed assets.

(b) As explained to us some of the fixed assets have been physically verified by themanagement according to a programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies with respect to book records were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in fixed assets are held in the name of theCompany except those acquired on amalgamation where the process to transfer the title inthe name of the Company has commenced.

(ii) The Company is a Non-Banking Financial Company. Accordingly it does not hold anyphysical inventory. Thus paragraph 3 (ii) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Thus paragraph 3(iii) of the Order is not applicable to the Company

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.

(v) According to the information and explanations given to us the Company has notaccepted any deposit attracting the directives issued by the Reserve Bank of India and theprovisions of Section 73 to 76 of the Companies Act 2013 and the rules framedthereunder. Thus paragraph 3(v) of the Order is not applicable to the Company.

(vi) In our opinion and according to the information and explanation given to uspursuant to the Rules made by the Central Government the maintenance of cost records asprescribed under Section 148 (1) of the Companies Act 2013 is not applicable to theCompany for the year under report.

(vii) (a) According to the records of the Company and

the information and explanations given to us the Company has been regularly depositingwith the appropriate authorities undisputed statutory dues including Provident FundEmployees' State Insurance Income tax Sales Tax Service tax Customs Duty Excise DutyValue added Tax Cess and any other statutory dues applicable to it. There are noundisputed statutory dues as referred to above as at 31st March 2018 outstanding for aperiod of more than six months from the date they become payable.

(b) The disputed statutory dues aggregating to Rs. 2904820/- that have not beendeposited on account of matters pending before the appropriate authority are as under:

Sr.

No.

Name of the statute Nature of dues Amount (Rs.) Period to which the amount relates Forum where dispute is pending
1 Income Tax Act 1961 Tax/Penalty 546710 Assessment Year 2011-2012 Commissioner of Income Tax (Appeals)
2 Income Tax Act 1961 Tax/Penalty 2358110 Assessment Year 2012-2013 Commissioner of Income Tax (Appeals)

(viii) Based on our audit procedures and according to the information and explanationgiven by the management we are of the opinion that the Company has not defaulted inrepayment of dues to banks or financial institutions. The Company did not have anyoutstanding loans or borrowings from government or dues to debenture holders.

(ix) According to the information and explanations given to us term loan taken by theCompany was applied for the purpose for which it was raised. The Company did not raise anymoney by way of initial public offer or further public offer (including debt instruments)during the year.

(x) To the best of our knowledge and according to the information and explanations tous no material fraud on or by the Company has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid or provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to 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 Companies Act 2013 where applicable and thedetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations give 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. Accordingly paragraph 3(xiv) of the Order is not applicable.

(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 being a Non-Banking Financial Company (NBFC) is required to beregistered under section 45-IA of the Reserve Bank of India Act 1934. The Company hadapplied for registration as provided in Section 45- IA of the Reserve Bank of India Act1934 (2 of 1934) and has been granted certificate of registration dated 6 August 1998from the Reserve Bank as a NBFC.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm's RegistrationNumber: 120294W)

RAHUL DIVAN Partner

Membership Number: 100733

Place : Mumbai

Date : 07 May 2018

ANNEXURE ‘B' TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to under the heading 'Report on Other Legal and RegulatoryRequirements' of our report of even date.)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013

We have audited the internal financial controls over financial reporting ofTranswarranty Finance Limited ("the Company") as of 31 March 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 (Rs. 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.

Auditors' 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 Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was 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 the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks 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 and thepreparation 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 that the degree of compliance with the policies or proceduresmay 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 reporting were operating effectively as at 31 March 2018. However theCompany is in the process of establishing the internal control over financial reportingcriteria considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm's RegistrationNumber: 120294W)

RAHUL DIVAN Partner

Membership Number: 100733

Place : Mumbai Date : 07 May 2018

NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2018

TO THE BOARD OF DIRECTORS OF TRANSWARRANTY FINANCE LIMITED

As required by the Non-Banking Financial Companies Auditors' Report (Reserve Bank)Directions 2016 issued by Reserve Bank of India (RBI) on the matters specified in Para 3and 4 of the said Directions to the extent applicable to Transwarranty Finance Limited(Rs. the Company") and according to the information and explanations given to us forthe purpose of audit we report that:

a. The Company had applied for registration as provided in Section 45-IA of the ReserveBank of India Act 1934 (2 of 1934) and has been granted certificate of registration dated6 August 1998 from the Reserve Bank of India as a Non-Banking Financial Company (NBFC).Further the company is entitled to continue to hold such Registration in terms of itsasset/income pattern as on 31st March 2018.

b. The company meets the required net owned fund requirement as laid down in MasterDirection - NonBanking Financial Company - Non-Systemically Important Non-Deposit takingCompany (Reserve Bank) Directions 2016.

c. The Board of Directors of the Company has passed a resolution for non-acceptance ofany public deposits;

d. The company has not accepted any public deposits during the year under reference;and

e. The company has complied with prudential norms relating to the income recognitionaccounting standards asset classification and provision of bad and doubtful debts asapplicable to it.

For RAHUL GAUTAM DIVAN & ASSOCIATES Chartered Accountants (Firm's RegistrationNumber: 120294W)

RAHUL DIVAN

Partner

Membership Number: 100733

Place : Mumbai

Date : 07 May 2018