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TTK Healthcare Ltd.

BSE: 507747 Sector: Health care
NSE: TTKHLTCARE ISIN Code: INE910C01018
BSE 00:00 | 19 Mar 679.05 -10.55
(-1.53%)
OPEN

680.00

HIGH

682.05

LOW

675.00

NSE 00:00 | 19 Mar 678.60 -7.05
(-1.03%)
OPEN

680.00

HIGH

688.05

LOW

671.90

OPEN 680.00
PREVIOUS CLOSE 689.60
VOLUME 83
52-Week high 1215.00
52-Week low 610.10
P/E 35.00
Mkt Cap.(Rs cr) 960
Buy Price 675.50
Buy Qty 3.00
Sell Price 717.00
Sell Qty 8.00
OPEN 680.00
CLOSE 689.60
VOLUME 83
52-Week high 1215.00
52-Week low 610.10
P/E 35.00
Mkt Cap.(Rs cr) 960
Buy Price 675.50
Buy Qty 3.00
Sell Price 717.00
Sell Qty 8.00

TTK Healthcare Ltd. (TTKHLTCARE) - Auditors Report

Company auditors report

To the Members of TTK Healthcare Limited

1. Report on the Financial Statements

We have audited the accompanying Financial Statements of TTK Healthcare Limited("the Company") which comprise the Balance Sheet as at 31st March 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

2. Management's Responsibility for the Ind AS 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 Ind AS Financial Statements to give a true and fair view of the financial positionfinancial performance (including other comprehensive income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified in the Companies (IndianAccounting Standards) Rules 2015 (as amended) under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 Ind AS Financial Statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS Financial Statements basedon our audit.

We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunderand the Order issued under Section 143(11) of the Act.

We conducted our audit of the Ind AS Financial Statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind ASFinancial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theAuditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the

Company's preparation of the Ind AS Financial Statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. Anaudit also includes 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 Ind AS financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS Financial Statements give the information required bythe 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 2018 and its profit (including other comprehensive income) its cash flowsand the changes in equity for the year ended on that date.

5. Emphasis of Matter

We draw attention to the following matter in the Note to the Financial statements: Note5.3 to the Financial Statements regarding the merger with TTK Protective Devices Limitedand its Wholly Owned Subsidiary TSL Techno Services Limited (together called TTKPDL) withthe Company pursuant to Order received from the National Company Law Tribunal (NCLT) on15th December 2017 with the appointed date being 1st April 2012 at which time AccountingStandards Rules 2006 were applicable. As described more fully in Note 5.3 to theFinancial Statements the Company has given effect to the merger in the financials in theassets liabilities and the reserves as at 1st April 2017 as per the NCLT approvedscheme of merger in view of the legal sanction being given to the merger only in theFinancial Year 2017-18 and the Management having determined that control over the businessof TTKPDL has come under the Management of the Company from Financial Year 2017-18 . Thetransactions of TTKPDL relevant to the Financial Year 2017-18 have been considered as apart of the current year operations of the Company and accounted under respective heads ofaccount.

Consequently the Company has not presented the figures related to merger in theprevious period and hence previous year figures are not comparable.

Our opinion is not qualified in respect of this matter.

6. Other Matter

The comparative financial information of the Company for the year ended 31st March2017 is based on the previously issued statutory Financial Statements prepared inaccordance with the Companies (Accounting Standards ) Rules 2006 audited by thepredecessor auditor whose report for the year ended 31st March 2017 dated 30th May 2017expressed an unmodified opinion on those financial statements as adjusted for thedifferences in the accounting principles adopted by the Company on transition to Ind ASwhich have been audited by us. These adjustments reconcile the net profit for the yearended 31st March 2017 under the previously applicable generally accepted accountingprinciples with the total comprehensive income as reported in the financial results underInd AS. Our report is not modified in respect of this matter.

7. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subSection (11) of Section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order. II. As required by Section 143(3) of the Act we reportthat: (a) We have sought and obtained all the information and explanations which to thebest of our knowledge and belief were necessary for the purposes 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 (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid Ind AS Financial Statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with our EOM paraabove.

(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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(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) TheCompany has disclosed the impact of pending litigations on its financial position in itsFinancial Statements – Refer Note 5.4 to the financial statements; (ii) TheCompany has made provision under the applicable law or accounting standards for materialforeseeable losses if any on long term contracts including derivative contracts.

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

M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Place : Chennai Partner
Date : May 29 2018 Membership No.024105

Annexure A

Referred to in paragraph 1 of the Independent Auditor's Report of even date to theMembers of TTK Healthcare Limited on the Ind AS Financial Statements as of and for theyear ended March 31 2018

(i) In respect of Fixed Assets

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. (b) The Company has a regular programof verifying fixed assets which in our opinion is reasonable having regard to the sizeof the Company and nature of its assets. Fixed assets have been physically verified by theManagement during the year as per the said program. As informed there were nodiscrepancies identified by the Management that required adjustment in the financialstatement.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the relevant records provided to us we report thatthe title deeds comprising all the immovable properties of land and buildings which arefreehold are held in the name/erstwhile name of the Company as at the balance sheet date.

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed onphysical verification.

(iii) Based on our audit procedures and according to the information and explanationgiven to us the Company has not granted any loans secured or unsecured to anycompanies firms or other parties covered in the register maintained under Section 189and accordingly Sub-Clauses a b and c of Clause (iii) of Paragraph 3 of the Orderare not applicable. (iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 186 of the Act withrespect to the loans and investments made. The Company has not provided any guarantees orsecurity. The Company has not granted any loans under Section 185.

(v) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within the meaningof the provisions of Section 73 of the

Act and Rules made thereunder and hence reporting under Clause (v) is not applicable(vi) The Central Government of India has not specified the maintenance of cost recordsunder Sub-Section (1) of Section 148 of the Act for any of the products of the Company.

(vii) According to the information and explanations given to us and the records of theCompany examined by us: (a) Undisputed Statutory Dues including Provident Fund Employees'State Insurance Income-Tax Sales Tax Service Tax Duty of Customs Duty of ExciseValue Added Tax Goods and Service Tax Cess have generally been regularly deposited withthe appropriate authorities though there had been some minor delays in remittance ofProvident Fund of few employees on account of mismatch of Employee details with theirAadhaar Card which had been rectified during the year and the amounts had been laterremitted. According to the information and explanation given to us and the records of theCompany examined by us no undisputed amounts payable in respect of Provident FundEmployees' State Insurance Income-Tax Sales Tax Service Tax Duty of Customs Duty ofExcise Value Added Tax Cess and any other statutory dues were in arrears as at 31stMarch 2018 for a period of more than six months from the date they became payable.

(b) Dues relating to Income Tax / Sales Tax / Service Tax / Duty Of Customs / Duty ofExcise / Value Added Tax which have not been deposited on account of any dispute arestated in the table below:

Name of the Statute Nature of Dues Amount under Dispute not yet deposited Period for which the amount relates Forum where the dispute is pending
(Rs. in lakhs)
The Central Excise Act 1944 Excise Duty with interest and penalty as applicable 115.95 1988-1989 to 2000-01 and 1995-1996 to 2007-2008 CESTAT Chennai.
0.74 1994 to 1996 The Dy.Commissioner of Central Excise Aurangabad.
0.42 2002-03 The Commissioner of Central Excise (Appeals) Chennai.
The Customs Tariff Act 1975 Customs Duty with interest and penalty 260.42 2010-11 & CESTAT
2011-12 Chennai.
20.30 1992-93 to 2005-06 Settlement Commission Hyderabad.
Finance Act Service Tax 3.18 2005-06 to 2007-08 CESTAT Bangalore.
State VAT Sales Tax 346.81 Various Years between 1986- 87 to 2016-17 Before various Sales Tax Authorities of various regions.
Acts of vari- ous States.
Income Tax Act1961 Income-Tax 165.36 2013-14 and 2014-15 The Commissioner of Income-Tax (Appeals) Chennai.
259.21 Various years between 2001-02 to 2010-11 High Court of Madras Chennai

(viii) Based on our audit procedures and as per the information and explanations givenby the Management the Company has not defaulted in repayment of loans or borrowings tofinancial institutions banks Government or dues to debenture holders. (ix) In ouropinion and according to the information and explanations given to us no moneys wereraised by way of Initial Public Offer (IPO) or Further Public Offer (FPO) (including debtinstrument) by the Company during the year. Term loans during the year were applied forthe purposes for which those were raised. (x) To the best of our knowledge and belief andaccording to the information and explanations given to us we report that no fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year.

(xi) Based on our audit procedures and according to the information and explanationsgiven to us the Company has paid / provided managerial remuneration in accordance withthe requisite approvals mandated by the provisions of Section 197 read with Schedule V tothe Companies Act 2013 (xii) The Company is not a Nidhi Company in accordance with NidhiRules 2014. Accordingly the provisions of Clause (xii) of the Order are not applicable.

(xiii) Based on our audit procedures and according to the information and explanationsgiven to us all the transactions entered into with the related parties during the yearare in compliance with Section 177 and Section 188 of the Act where applicable and thedetails have been disclosed in the Financial Statements as required by the applicableAccounting Standards. (xiv) Based on our audit procedures and according to the informationand explanations given to us the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.Accordingly the provisions of Clause (xiv) of the Order are not applicable.

(xv) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions withdirectors or persons connected with them. (xvi) The Company is not required to beregistered under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly theprovisions of Clause 3(xvi) of the Order are not applicable to the Company.

M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Firm's Regn. No.003990S/S200018
S Rajeshwari
Place : Chennai Partner
Date : May 29 2018 Membership No.024105

Annexure B to Independent Auditor's Report

Referred to in Paragraph 2(f) of the Independent Auditor's Report of even date to theMembers of TTK Healthcare Limited on the Ind AS Financial Statements for the year endedMarch 31 2018 Report on the Internal Financial Controls over financial reporting underClause (i) of Sub-Section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financial reporting of TTKHealthcare Limited ("the Company") as of March 31 2018 in conjunction withour audit 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. 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.

Auditor's 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 the Institute ofChartered Accountants of India (ICAI) and deemed to be prescribed under Section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both issued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting were established and maintained and if such controlsoperated 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 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 maintained in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2018 basedon the internal control over 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.

M/s. PKF Sridhar & Santhanam LLP
Chartered Accountants
Regn. No.003990S/S200018
S Rajeshwari
Place : Chennai Partner
Date : May 29 2018 Membership No.024105