To the members of Triton Corp Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of M/s TRITON CORP LIMITED"The Company" which comprises the Balance Sheet as at 31st March2020 the Statement of Profit and Loss the Cash Flow Statementfor the year then endedand a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described in the Basis for qualifiedOpinion section of our report the aforesaid 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 including Ind AS specifiedunder Section 133 of the Act of the state of affairs (financial position) of the Companyas at 31st March 2020 and its loss (financial performance including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.
Basis for Qualified Opinion
a) Regarding pending confirmation / reconciliation of balances with parties andconsequential adjustments if any.
b) A sum of Rs. 7182.42 Lakhs pertaining to the bad debts has been written off till31.03.2019 by the Company in respect of export sales and advance to suppliers. Howeverthe necessary approval from Reserve Bank of India for such write off and extension ofperiod for recovery of balance dues over the years is yet to be obtained.
Further no provision for Bad & doubtful debts in respect of long outstanding ofRs.163.95 Lakhs has been ascertained and provided during the quarter/Financial Year.
c) Regarding nonprovision of the diminution in the value of long term investmentsand the quantum has not been ascertained.
d) Regarding the basic assumption about going concern. BPO / Call centre operationsremained suspended from third quarter of financial year 2008-09. However these accountshave been drawn on the concept of going concern.
Subject to (a) to (d) 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 best of our information and according to the explanation given to usthe said accounts read with the accounting policies and the other notes thereon give theinformation required by the Companies Act 2013 in the manner so required and give a trueand fair view in conformity with the Accounting principles generally accepted in India.
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.
Key Audit Matter(s)
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.
We have determined that there are no key audit matters to communicate in our report.
Information other than the Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information; weare required to report that fact. We have nothing to report in this regard.
Responsibilities of Management 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 state of affairs(financial position) profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards(Ind AS') specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding 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 statements that give a true and fair viewand are free from material misstatement whether due to fraud or error. In preparing thefinancial statements management is responsible for assessing the Company's ability tocontinue as a going concern disclosing as applicable matters related to going concernand using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.
Those 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 withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
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 sufficientand 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.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for explaining our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions 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.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions 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
1. As required by section 197(16) of the Act we report that the Company has paidremuneration to its directors during the year in accordance with the provisions of andlimits laid down under section 197 read with Schedule V to the Act.
2. As required by the Companies (Auditor's Report) Order 2016 (the Order')issued by the Central Government of India in terms of section 143(11) of the Act we givein the Annexure "1a" statement on the matters specified in paragraphs 3 and 4 ofthe Order.
3. 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 ofour 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 booksand proper returnsadequate for the purposes of our audit have been received from the branches not visited byus;
c) the financial statements dealt with by this report are in agreement with the booksof account;
d) in our opinion the aforesaid financial statements comply with Ind AS specifiedunder section 133 of the Act;
e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2020 from being appointed as a director in terms of section 164(2) of the Act;
f) reporting (IFCoFR) of the Company as on 31 March 2020 we have also audited theinternal financial controls over financial statements of the Company for the inconjunction with our audit of the financial year ended on that date and our report datedJune 292020 as per Annexure I expressed unqualified 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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:
i. the Company does not have any pending litigations which would impact its financialposition;
ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and iii. There were no amounts whichwere required to be transferred to the Investor Education and Protection Fund by theCompany.
For AAAM & Co.
(CA RAHUL GUPTA)
M. No: 419625
PLACE: NEW DELHI
Annexure A referred to in paragraph  of the Our Report on other legal ®ulatory 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 in aphased manner so as to cover each asset at least once in three years which in our opinionis reasonable having regard to size of the company and the nature of its assets. Asinformed to us no material discrepancy between the book records and the physical fixedassets 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 219088/- wereoutstanding as on 31st March 2020 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/- pertainingto Financial Year 2008-09 and Rs. 16000/- others).
b) Income Tax department has raised a demand under section 143 (3) of Rs.14675661/-for AY 2007-08 against which the company has been granted relief by the Commissioner ofIncome Tax (Appeals) vide their order No. 312/2009-10 dated 03-05-2010. But the appealeffect of the order of the CIT appeal is yet to be given by the Assessing Officer. Remarksas per income tax login " Demand already reduced by the Appellate Order but appealeffect to be given".
8. There is no secured loan payable to Banks and Financial Institution as on31.03.2020. Loans settled during the Financial Years as follows:
(a) Bank of India has sanctioned the combined One Time Settlement (OTS) for company andits subsidiary (i.e Maple e-solution Limited) vide letter dated 08.03.2018 and the paidthe same on 23 April'2019 and received the "No Dues Certificate" dated 04May'2019.
(b) ICICI Bank loan settled and "No Dues Certificate" received on 04 July2019 and
(c) Orix Leasing & Financial Services India Ltd loan settled and No DuesCertificate received on 26 August accordingly during the year profit in decreases in bankliabilities directly transfer to Reserve & Surplus.
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.Accordingly the provisions of clause 3 (xiv) of the order are not applicable to theCompany and hence not 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) ofthe order 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 AAAM & Co.
(CA RAHUL GUPTA)
M. No: 419625
PLACE: NEW DELHI
DATE: June 29 2020
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT DATED JUNE 26TH 2020ON THE FINANCIALSTATEMENTS OF 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 of TRITON CORPLIMITED as of March 31 2020 in conjunction with our audit of the financial statements ofthe Company for the year 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 financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India. These responsibilities include the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 financialstatements 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial accordance with generally accepted accounting principles andthat receipts and expenditures of the company are being made only in accordance withauthorization of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 financialcontrol over financial reporting may become inadequate because of policies or proceduresmay deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial such internal financial controls over financial over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.
For AAAM & Co.
(CA RAHUL GUPTA)
M. No: 419625
PLACE: NEW DELHI
DATE: June 29 2020