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Triveni Glass Ltd.

BSE: 502281 Sector: Industrials
NSE: TRIVENSHET ISIN Code: INE094C01011
BSE 00:00 | 29 May 3.40 -0.17
(-4.76%)
OPEN

3.40

HIGH

3.40

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NSE 05:30 | 01 Jan Triveni Glass Ltd
OPEN 3.40
PREVIOUS CLOSE 3.57
VOLUME 10
52-Week high 9.65
52-Week low 2.61
P/E 1.98
Mkt Cap.(Rs cr) 4
Buy Price 3.42
Buy Qty 100.00
Sell Price 3.74
Sell Qty 1000.00
OPEN 3.40
CLOSE 3.57
VOLUME 10
52-Week high 9.65
52-Week low 2.61
P/E 1.98
Mkt Cap.(Rs cr) 4
Buy Price 3.42
Buy Qty 100.00
Sell Price 3.74
Sell Qty 1000.00

Triveni Glass Ltd. (TRIVENSHET) - Auditors Report

Company auditors report

To

The Members

Triveni Glass Limited

1 Kanpur Road

Prayagraj - 211001 (U.P.)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Triveni Glass Limited("the Company") which comprise the balance sheet as at 31stMarch 2019 and thestatement of Profit and Loss (statement of changes in equity) and statement ofcash flows for the year then ended and notes to the financial statements including asummary of significant accounting policies and other explanatory information [in which areincluded the Returns for the year ended on that date audited by the branch auditors of theCompany's branches located at (location of branches)].

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 March 31 2019 and profit/loss (changes in equity) and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis 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.

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 (changes in equity)and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

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 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 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 skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional 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 Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such 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 presentations.

• We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

• We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

• From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when 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.

Other Matter

As there were no branches in the company hence to Branch Audit was required as on31.03.2019. The total assets of the company as on 31.03.2019 were 9349.84 lakhs and thetotal revenue for the year ended on that date was Rs. 7380.04 lakhs.

Our opinion is not modified in respect of these matters.

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 and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of ouraudit.

(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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014.

(e) On the basis of the written representations received from the directors as on31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31stMarch 2019 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 tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer to Annexure-A to the financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts - Refer to Annexure-A to the financial statements.

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

For Sanjay Talwar & Associates
Chartered Accountants
FRN No. 005923C
Sanjay Talwar
(Partner)
Place: Prayagraj Membership No. 074521
Date: 24.05.2019

Annexure-A to the Auditor's Report

The Annexure referred to in "point g" of our Report of even date to themembers of Triveni Glass Limited on the accounts of the company for the year ended 31stMarch 2019 we report that:

i. 4 (a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) All the fixed assets have not been physically verified by the management during theyear but there is the regular programme of verification which in our opinion is reasonablehaving regard to the size of the company and of its assets. No discrepancies were noticedon such physical verification. However no verification has been carried out in AllahabadUnit due to its closure.

(c) Title deeds of immovable properties are held in the name of the company.

ii. As explained to us inventories have been physically verified during the year bythe management at reasonable intervals. However at Allahabad Unit all the inventoryitems had not been physically verified as the factory remained closed for a considerableperiod of time.

iii. (a) The company has not granted unsecured loans to parties covered by the clause(76) of Section 2 of the Companies Act 2013.

(b) According to the information and explanations given to us and on the basis of ourexamination of the books of account the Company has taken an unsecured loan from thedirector of the company. The detail is provided below:-

S.No. Party Name Opening Closing
1 Mr. J.K. Agrawal 103.65 Lacs 103.65 Lacs

iv. Provision of Section 185 and 186 of the companies Act 2013 has been compiled inrespect of Loans investment guarantees and security.

v. The directives issued by the Reserve Bank Of India and the provision of Sec 73 to 76or any other relevant provision of the Companies Act 2013 and the Rules framed there underis not applicable on the company as the company has not accepted any deposits.

vi. To the best of our knowledge and explanation given to us by the management theCentral Government has prescribed maintenance of cost records for the Glass Industry andthe cost Audit has been conducted for the year 2018-19 as per the Government order andreport submitted to Government against which there were no adverse observations.

vii. (a) In our opinion and as per the explanation given to us the company isgenerally regular in depositing undisputed statutory dues including provident fund incometax sales tax duty of excise and other statutory dues with appropriate authorities.Undisputed dues outstanding as at 31st March 2019 are:

Name of the Statute Nature of the Dues Amount (Rs. in Lac)

Period to which the amount relates

Income Tax Act 1961 Income Tax Deducted from Source
-Allahabad 0.29

March '19 since

-Rajahmundry 3.01

March '19  paid

State Sales Tax & Goods and Service Tax Rajahmundry 18.64

2007-2012

19.59 2012-2013
67.58 2009-20112013-2014 & 2017-18
GST 87.54 Feb & Mar 2019
GST Interest dues 97.64

2017-18 & 2018-19 J

290.99
Total 294.29

(b) The disputed statutory dues aggregating to Rs. 5421.96Lacs that has notbeen deposited on account of matters pending before appropriate authorities are as under:

S. No NAME OF THE STATUTE NATURE OF THE DUES FORUM WHERE DISPUTE IS PENDING AMOUNT (Rs. In Lac)
1 Central Excise Act and CENVAT Credit Rules 2004 Central Excise Duty CENVAT & penalty Central Excise & Service Tax Appellate Tribunal Allahabad 30.00
2 Central Excise Act and CENVAT Credit Rules 2004 Central Excise Duty on stock transfers Deputy Commissioner of Central Excise & Service Tax Allahabad 23.23
3 Central & State Sales Tax/trade Tax Sales Tax/ Trade Tax Trade Tax Appellate Tribunal Allahabad 3.84
4 Central & State Sales Tax/trade Tax Sales Tax/Trade Tax Supreme Court New Delhi 107.21
*The company has deposited an amount of Rs. 71.64 Lacs under protest
5 Custom Act 1962 EPCG scheme Asst. Commissioner Customs Visakhapatnam 330.00
6 Customs Act 2004 Advance License DGFT Kanpur 668.00
7 Central Excise & State Sales Tax/Trade tax Excise Duty Service Tax & Penalty Central Excise & Service Tax Appellate Tribunal Hyderabad 67.68
8 Central Excise Act and CENVAT Credit Rules 2004 Central Excise Duty Penalty Central Excise & Service Tax Appellate Tribunal Allahabad 2096.00 2096.00
Total 5421.96

viii. The company has defaulted in repayment of dues to financial institutions whichare as follows:

Particulars Amount Due (Rs.in Lacs) Period Due to
Principal & Interest 1972.00 Upto 31st March 2019 IDBI (SASF)
Total 1972.00

The latest status of OTS package is as follows:

SASF after a lot of follow up by us issued OTS package of Rs. 24.72 cr. dated02.03.2019 payable by 12.03.2019. Against the same the company has made payment of Rs. 5cr. In March 2019 and requested SaSF to allow further time to make the balance payment.SASF has finally agreed that the balance amount of Rs. 19.72 cr. Can be paid in five equalmonthly installments starting from April 2019. However they have mentioned that thedelayed payment will carry interest rate of 14.15% p.a starting from date of default tothe date of final payment for which the company has represented that due to the tightfinancial condition of the company and also as the company has already made substantialpayment to IDBI/SASF of 102 cr. they should consider our request positively. SASF hasagreed to put our request to their Board for waiver of interest.

For Sanjay Talwar & Associates
Chartered Accountants
FRN No. 005923C
Sanjay Talwar
Place: Prayagraj (Partner)
Date: 24.05.2019 Membership No. 074521

Annexure - B to the Auditors' Report

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

We have audited the internal financial controls over financial reporting of TriveniGlass Limited ("the Company") as of 31st March 2019 in conjunction with ouraudit of the financial statements of the 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 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.

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 andprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India. 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 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 thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For Sanjay Talwar & Associates
Chartered Accountants
FRN No. 005923C
Sanjay Talwar
(Partner)
Place: Prayagraj Membership No. 074521
Date: 24.05.2019