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Triton Corp. Ltd.

BSE: 523387 Sector: IT
NSE: N.A. ISIN Code: INE982C01033
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NSE 05:30 | 01 Jan Triton Corp. Ltd
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VOLUME 224
52-Week high 0.33
52-Week low 0.19
P/E 0.59
Mkt Cap.(Rs cr) 4
Buy Price 0.19
Buy Qty 3.00
Sell Price 0.19
Sell Qty 1433.00
OPEN 0.19
CLOSE 0.19
VOLUME 224
52-Week high 0.33
52-Week low 0.19
P/E 0.59
Mkt Cap.(Rs cr) 4
Buy Price 0.19
Buy Qty 3.00
Sell Price 0.19
Sell Qty 1433.00

Triton Corp. Ltd. (TRITONCORP) - Auditors Report

Company auditors report

To the members of Triton Corp Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of M/s Triton CorpLimited (Formerly Stencil Apparel Brands Limited) "The Company" whichcomprise the Balance Sheet as at 31 March 2018 the Statement of Profit andLoss the Cash Flow Statement for the year then ended and a summary of the 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 (as amended).

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there-under. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the 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 financialcontrols 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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financialreporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of 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 except for the effects the aforesaid standalone 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 including Ind ASspecified under Section 133 of the Act of the state of affairs (financial position) ofthe Company as at March 31 2018 and its loss (financial performance including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

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

Basis for qualified opinion

Attention is invited to the

a) Note no.4 & 5 regarding non–provision of impairment of assets taking intoaccount the value of assets as at 31st March 2018. The amount has not beenascertained and disclosed. In view of the management there is no impairment of assetshence provision is not required.

b) Note no.8 regarding pending confirmation / reconciliation of balances with partiesand consequential adjustments if any.

c) A sum of Rs. 614622551/- pertaining to the bad debts has been written off till31.03.2017 and Rs. 20375151.83 - in the Current Financial Year by the Company inrespect of export sales and advance to suppliers. However the necessary approval fromReserve Bank of India for such write off and extension of period for recovery of balancedues over the years is yet to be obtained. In the absence of full details and approvalswe have accepted the management representation regarding the quantum of write off andprovision in respect of sundry debtors as adequate. (Refer Note No.-15)

d) Note no. 11 regarding non–provision of the diminution in the value of long terminvestments and the quantum has not been ascertained.

*The company had the investment in the above foreign company i.e Sapphire GlobalLimited which has been dissolved on 05.07.2016 hence company decided to make provisionfor written off the whole investment in this company and the same will be written offfinally in the next year after taking the requisite approval if required.

e) Note No.12 regarding the basic assumption about going concern. BPO / Call centreoperations remained suspended from third quarter of financial year 2008-09. However theseaccounts have been drawn on the concept of going concern.

f) Note no. 13 non provision of interest payable on outstanding secured loan balanceswith lenders as the loan accounts have become non performing and are subject to recoveryproceedings.

Subject to (a) to (f) above and where the quantum has not been ascertained had theabove items been provided the loss for the year would have been higher to that extentin our opinion and to the best of our information and according to the explanationsgiven to us the said Accounts read with the accounting policies and the other notesthereon give the information required by the Companies Act 2013 in the manner sorequired and give a true and fair view in conformity with the Accounting principlesgenerally accepted in India.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give fair view in conformitywith the accounting principles generally accepted in India including Ind AS specifiedunder Section 133 of the Act of the state of affairs (financial position) of the Companyas at March 31 2018 and its loss (financial performance including other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 ("the Order") asamended issued by the Central Government of India in terms of sub - section (11) of theSection 143 of the Companies Act 2013 we give in the " Annexure A"statement on the matters specified in paragraphs 3 and 4 of the Order

As required by Section 143(3) of the Act and Companies (Audit and Auditors) Rule 2014we 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 purpose 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 Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the IndianAccounting Standards (Ind AS) specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31March 2018 and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 from being appointed as a in terms of Section164(2) ofthe Companies Act 2013.

(f) We have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as on March 31 2018 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date and our report datedMay 30 2018 as per Annexure 1 expressed qualified Opinion.

(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:

a) The Company does not have any pending litigations except with the banks which wouldimpact its standalone financial position.

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

c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For KPMR & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 002504N

Sd/-

(DEEPAK JAIN)

PARTNER

M. No: 090854

Date: 30.05.2018

Place: New Delhi

Annexure A referred to in paragraph [1] of the Our Report on other legal &regulatory requirements on the even date:

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

(b) According to the information and explanation given to us the fixed assets of thecompany have been physically verified by the management at reasonable intervals ina phased manner so as to cover each asset at least once in three years which inour opinion is reasonable having regard to size of the company and the nature ofits assets. As informed to us no material discrepancy between the book records andthe physical fixed assets have been noticed on such verification.

2. The Company does not have any tangible inventory. Accordingly the provisions ofclause 3(ii) of the Order are not applicable.

3. The Company has granted loan to subsidiary prior to financial year 2014 but duringthe year no loan fresh loan was granted secured or unsecured to companies firms or otherparties covered in the register maintained under Section 189 of the Act.

a) No terms have been stipulated for repayment of principal and interest from suchloans to company grated prior to 1.04.2014

b) Since no terms for repayment have been stipulated for repayment there are no overdues of such loans to company grated prior to 1.4.2014

4. 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 Companies Act2013. In respect of loans investments guarantees and security.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

6. As per information & explanation given by the management maintenance of costrecords has not been prescribed by the Central Government under sub-section (1) of section148 of the Act.

7. (a) The Company has not regularly deposited undisputed statutory dues like ProvidentFund and Employees State Insurance dues as these are not applicable on the Company.According to the information and explanation given to us by the management there are noundisputed amount payable in respect of Income-Tax as per return filed Wealth-Tax Valueadded Tax Cess or any other Statutory Dues. TDS (Income Tax) dues Rs 217588/- wereoutstanding as on 31st March 2018 for a period more than six months from thedate they became payable and Rs. 318714/- towards Income Tax Demand for the assessmentyear 2006-07 & Rs. 227000/- being FBT payable (out of which Rs. 211000/-pertaining to Financial Year 2008-09 and Rs. 16000/- others).

b) According to the information and explanations given to us there are no disputeddemand amount payable in respect of Income Tax Wealth Tax Sales Tax Custom dutyand Excise Duty outstanding as on 31st March 2018 for a period of morethan six months from the date they become payable except for income tax Rs. 350800/- forAY 2008-09 & Rs. 14675661/- for AY 2007-08. The Company has been grantedrelief by the Commissioner of Income Tax Appeal. (Refer Note 17 & 18).

8. The Company has defaulted in repayment of the dues of the Bank and other FinancialInstitutions since the year 2010 and amount of default is Rs. 16.98 Crores as per books ofthe Company. Company has approached for One time settlement against the outstanding ofBank of India Further vide sanctioned letter dated 08.03.2018 Bank of India hassanctioned OTS for Rs. 28.56 lakhs (combined OTS for Rs. 1.02 crores for company and itssubsidiary)

9. Based upon the audit procedure performed and the information and explanation givenby the management the company has not raised the money by way of initial public offer orFurther Public Offer including debt instrument and term loans. Accordingly the provisionsof clause 3 (ix) of the order are not applicable to the Company and hence not commentedupon.

10. Based upon the audit procedure performed and the information and explanation givenby the management we report that no fraud by the Company or on the company by its officerand its employees has been noticed or reported during the year.

11. Based upon the audit procedure performed and the information and explanation givenby the management the managerial remuneration has been paid or provided in accordancewith the requisite approvals mandate by the provisions of Section 197 read with schedule Vof the Companies Act.

12. In our opinion the Company is not a Nidhi Company therefore the provisions ofClause 4 (xii) of the order are not applicable to the Company.

13. In our opinion all transactions with the related parties are in compliance withSection 177 and 188 of the Companies Act 2013 and details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14. Based upon the audit procedure and information and explanation given by themanagement the company has not made any preferential allotment of private placement ofshares or fully or partly convertible debentures during the year under review. Accordinglythe provisions of clause 3 (xiv) of the order are not applicable to the Company and hencenot commented upon.

15. Based upon the audit procedure performed and the information and explanation givenby the management the Company has not entered into any non cash transactions with theDirectors or persons connected with him. Accordingly the provisions of clause 3(xv) of theorder are not applicable to the Company and hence not commented upon.

16. In our opinion the Company is not registered under Section 45 IA of the ReserveBank of India Act 1934 and accordingly the provisions of clause 3 (xvi) of the Order arenot applicable to the Company and hence not commented upon.

For KPMR & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 002504N

Sd/-

(DEEPAK JAIN)

PARTNER

M. No: 090854

Date: 30.05.2018

Place: New Delhi

"Annexure B" to the Independent Auditor's Report of even date on theStandalone Financial Statements of M/s Triton Corp Limited

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 ofM/sTriton Corp Limited ("the Company") as of March 31 2018 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 financial controls both applicable to an audit of internal 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 financialstatements 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 and such internal financial controls overfinancial reporting were operating effectively as at March 31 2018 based internalcontrol over financial reporting criteria established by the Company considering thecontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For KPMR & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 002504N

Sd/-

(DEEPAK JAIN)

PARTNER

M. No: 090854

Date: 30.05.2018

Place: New Delhi