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Triveni Glass Ltd.

BSE: 502281 Sector: Industrials
NSE: TRIVENSHET ISIN Code: INE094C01011
BSE 00:00 | 18 Mar 9.80 -0.34
(-3.35%)
OPEN

10.50

HIGH

10.50

LOW

9.80

NSE 05:30 | 01 Jan Triveni Glass Ltd
OPEN 10.50
PREVIOUS CLOSE 10.14
VOLUME 5759
52-Week high 17.85
52-Week low 8.60
P/E 5.51
Mkt Cap.(Rs cr) 12
Buy Price 9.80
Buy Qty 380.00
Sell Price 10.42
Sell Qty 100.00
OPEN 10.50
CLOSE 10.14
VOLUME 5759
52-Week high 17.85
52-Week low 8.60
P/E 5.51
Mkt Cap.(Rs cr) 12
Buy Price 9.80
Buy Qty 380.00
Sell Price 10.42
Sell Qty 100.00

Triveni Glass Ltd. (TRIVENSHET) - Auditors Report

Company auditors report

To

The Members Triveni Glass Limited Allahabad

We have audited the accompanying financial statements of Triveni Glass Limited whichcomprise the Balance Sheet as at 31st March 2018 the Statement of Profit and Loss(including other comprehensive income) the Statement of Changes in Equity and theStatement of Cash Flow for the year then ended and a summary of significant accountingpolicies and other explanatory information.

Management s Responsibility 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 of thesefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with the companies (Indian Accounting Standards) Rules2015 as amended and other accounting principles generally accepted in India.

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 financial statements based on ouraudit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under and the Orderissued under Section 143(11) of the Act.

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 the auditors judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments weconsider internal financial control relevant to the Company s preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company s Directors as well as evaluating the overall presentation of the financialstatements.

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

i. We could not physically verify the Plant & machinery at Allahabad unit as wewere not allowed to enter the factory premises due to labor disturbances. Hence thebalances of Rs. 4 31 42493.04 appearing against Plant& Machinery remain unauditedand we had conducted the physical verification at Rajahmundry unit. ii. Rs.27.70 Crores isadvance received in anticipation of sale of Land & Building of the Allahabad Plant andsubject to the approval of appropriate authority. iii. The company is not in compliancewith IND AS 19 Employee Benefit which required the company to hire an actuary forcomputation of employee benefit expenses. Thus expenses have been booked but they are notin accordance with IND AS 19.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in above point (i) (ii) &(iii) the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the company as at March31 2018 and its profit total comprehensive income the changes in equity and its cashflows 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 ) issued bythe Central Government of India in terms of sub section (11) of section 143 of theCompanies Act 2013 we give in the Annexure A statement on the matters specified inparagraph 3 & 4 of the said order to the extent applicable.

As required by Section 143 (3) of the Act we report that:

We have sought and obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit.

Except for the effects of the matter described in the point (i) (ii) & (iii)above 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; 8-3 The Balance Sheetthe Statement of Profit and Loss including other comprehensive income Statement ofChanges in Equity and the statement of Cash Flow dealt with by this Report are inagreement with the books of account; 8)3 Except for the effects of the matter described inthe points (i) (ii) & (iii) above in our opinion the aforesaid financial statementscomply with the Indian Accounting Standards specified under Section 133 of the Act.

On the basis of the written representations received from the directors as on 31 March2018 taken on record by the Board of Directors none of the directors is disqualified ason 31stMarch 2018 from being appointed as a director in terms of Section 164(2) of the Act; 8$3 With respect to adequacy of the internal financial control overfinancial reporting of the company and the operating effectiveness of such control referto our separate report in Annexure B . Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the company s internal financial controls overfinancial reporting 8 3 With respect to the other matters to be included in the Auditor sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

The Company has disclosed the impact of pending litigations on its financial positionin its financial statements; !!3 The Company has made provision as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts; 3333 There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.

For Sanjay Talwar & Associates
Chartered Accountants
FRN No. 0059253C
Sanjay Talwar
Place: Allahabad (Partner)
Date: 29.05.2018 Membership No. 074521

Annexure-A to the Auditor s Report

The Annexure referred to in paragraph 1 of Our Report of even date to the members ofTriveni Glass Limited on the accounts of the company for the year ended 31stMarch 2018 we report that:

i. (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 inventory itemshad not been physically verified as the factory remained closed for a considerable periodof time. iii. (a) The company has not granted unsecured loans to parties covered by theclause (76) of Section 2 of the Companies Act 2013. (b) According to the information andexplanations given to us and on the basis of our examination of the books of account theCompany has taken an unsecured loan from the director of the company. The detail isprovided 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 thereunderis 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 2017-18 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 2018 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 March 18 since
-Allahabad 2.11 March 18 paid
-Rajahmundry 2.84
Central Excise Rajahmundry 12.65 Since paid
State Sales Tax &Goods and Service Tax Rajahmundry 18.64 2007-2012
19.59 2012-2013
69.55 2009-2011 & 2013-2014
512.51 2017-18
31.33 31.03.2018
650.62
Total 668.22

(b) The disputed statutory dues aggregating to Rs. 5134.46 Lacs that has not beendeposited on account of matters pending before appropriate authorities are as under:

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 and CENVAT credit Central Excise Service Tax Appellate Tribunal New Delhi 15.47
2.* Central & State Sales Tax/ Trade Tax Sales Tax /Trade Tax Various Sales Tax / Trade Tax Appellate Authorities Allahabad 142.00
* The Company has deposited an amount of Rs.68.64 Lacs under protest.
Central & State Sales Tax/ 4. Trade Tax Sales Tax /Trade Tax Supreme Court New Delhi 107.21
5 Custom Act 1962 EPCG Scheme Asst. Commissioner Customs Visakhapatnam 230.00
6. Customs Act 2004 Advance License DGFT Kanpur 368.00
7 Central Excise & State Sales Tax/Trade Tax Excise Rajahmundry 79.78
8 Commissioner of Central Excise Allahabad Excise Central Excise Tribunal- New Delhi 2096.00
2096.00
Total Penalty 5134.46

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 1082.00 Upto 31st March 2018 IDBI (SASF)
Plus Interest 1690.00
Total 2772.00

As mentioned in the last Annual Report the company was given a fresh OTS package bySASF on 05.01.2016 which was initially valid for 3 months i.e. till 31.03.2016 but wassubsequently extended till 31.12.2016 however as on date it is still valid. The companyhas made payment of Rs 13.10 crores till March 18. During the year 2017-18 the company wasnot able to make payment as per commitment due to drop in sales margin on account oflingering effect of demonetization business was further affected on implementation ofGST. Still a payment of Rs 390 lakhs was made during the year. SASF has asked the companyvide Letter SASF/(TGL)/130 dated 10.05.2017 to pay Rs 27.72 crores against which thecompany requested them to give them some concessions as the company being a sick companyis entitled for these concessions mainly in terms of reduction in rate of interest andwaiver of all penal charges. The company is in discussion with them both for reducing theinterest amount and giving them further time for making the payment. The company haveassured them that if they are able to sell off the Allahabad property then they willsettle their dues immediately. ix. The company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments) or term loans and hencereporting under Clause 3(ix) of the Order is not applicable to the company.

x. According to the information and explanation given to us and as represented by theManagement and based on our examination of the books and records of the company nomaterial fraud by the company or any fraud on the Company by its officers/ employees hasbeen noticed or reported during the year.

xi. Managerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the companiesAct.

xii. Company is not a Nidhi Company and hence reporting under Clause 3(xii) of theOrder is not applicable to the company.

xiii. The provisions of Sec 177 & 188 of Companies Act 2013 are applicable. Thecompany has entered into related party transaction on arm length basis during theFinancial year under review.

xiv. Company has not made any preferential allotment or private placement of shares orfully or partly paid convertible debentures during the year under review and hencereporting under Clause 3(xiv) of the Order is not applicable to the company.

xv. The company has not entered into any non-cash transactions with directors orpersons connected to its directors and hence reporting under Clause 3(xv) of the Order isnot applicable to the company.

xvi. The company is not required to be registered under Sec 45-IA of the Reserve BankOf India Act1934

For Sanjay Talwar & Associates
Chartered Accountants
FRN No. 0059253C
Sanjay Talwar
(Partner)
Membership No. 074521
Place: Allahabad
Date: 29.05.2018

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 31 March 2018 in conjunction with our audit of thefinancial 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 ). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 prescribed undersection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls 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 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 31 March 2018 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. 0059253C
Sanjay Talwar
(Partner)
Membership No. 074521
Place: Allahabad
Date: 29.05.2018