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TTK Prestige Ltd.

BSE: 517506 Sector: Consumer
NSE: TTKPRESTIG ISIN Code: INE690A01010
BSE 10:09 | 26 Mar 8335.00 124.30
(1.51%)
OPEN

8251.10

HIGH

8390.00

LOW

8251.10

NSE 09:59 | 26 Mar 8308.00 105.55
(1.29%)
OPEN

8268.00

HIGH

8380.00

LOW

8267.60

OPEN 8251.10
PREVIOUS CLOSE 8210.70
VOLUME 250
52-Week high 9290.00
52-Week low 5500.00
P/E 52.45
Mkt Cap.(Rs cr) 9,627
Buy Price 8336.75
Buy Qty 1.00
Sell Price 8347.50
Sell Qty 1.00
OPEN 8251.10
CLOSE 8210.70
VOLUME 250
52-Week high 9290.00
52-Week low 5500.00
P/E 52.45
Mkt Cap.(Rs cr) 9,627
Buy Price 8336.75
Buy Qty 1.00
Sell Price 8347.50
Sell Qty 1.00

TTK Prestige Ltd. (TTKPRESTIG) - Auditors Report

Company auditors report

To

The Members Of

TTK Prestige Limited

This certificate is issued in accordance with the terms of our engagement with TTKPrestige Limited ('the Company').

We have examined the compliance of conditions of Corporate Governance by the Companyfor the year ended on 31 March 2018 as stipulated in regulations 17 to 27 and clauses (b)to (i) of regulation 46(2) and para C D and E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the Listing Regulations).

Managements' Responsibility

The compliance of conditions of Corporate Governance is the responsibility of theManagement. This responsibility includes preparation and maintenance of all relevantsupporting records and documents the design implementation and maintenance of internalcontrol and procedures to ensure the compliance with the conditions of the CorporateGovernance stipulated in Listing Regulations.

auditor's Responsibility

Our responsibility is limited to examining the procedures and implementation thereofadopted by the Company for ensuring compliance with the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

Pursuant to the requirements of the Listing Regulations it is our responsibility toprovide a reasonable assurance whether the Company has complied with the conditions ofCorporate Governance as stipulated in Listing Regulations for the year ended 31st March2018.

We conducted our examination of the relevant records of the Company in accordance withthe Guidance Note on Certification of Corporate Governance issued by the Institute of theChartered Accountants of India (the ICAI) the Standards on Auditing specified underSection 143(10) of the Companies Act 2013 in so far as applicable for the purpose ofthis certificate and as per the Guidance Note on Reports or Certificates for SpecialPurposes issued by the ICAI which requires that we comply with the ethical requirements ofthe Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on QualityControl (SQC) 1 Quality Control for Firms that Perform Audits and Reviews of HistoricalFinancial Information and Other Assurance and Related Services Engagements.

o pinion

Based on our examination of the relevant records and according to the information andexplanations provided to us and the representations provided by the Management we certifythat the Company has complied with the conditions of Corporate Governance as stipulated inregulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C D and E ofSchedule V of the Listing Regulations during the year ended March 31 2018.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.

Restriction of use

The certificate is addressed and provided to the members of the Company solely for thepurpose to enable the Company to comply with the requirement of the aforesaid Regulationsand may not be suitable for any other purpose.

For M/s. pKF Sridhar & Santhanam LLp

Chartered accoutants

Reg. No. 003990S/S200018

Seethalakshmi M

partner

Membership No. 208545

place: Bengaluru

Date : May 212018

Report on the Standalone Indian accounting Standards (Ind aS) Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of TTKPrestige Limited ("the Company") which comprise the Balance Sheet as at March312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS financial statement

2. 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 Ind AS financial statements to give a true and fair view of the financialposition financial performance (including other comprehensive income) cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards specified under Section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

auditors' Responsibility

3. Our responsibility is to express an opinion on these Standalone Ind AS financialstatements based on our audit.

4. 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 madethereunder.

5. We conducted our audit of the Standalone Ind AS financial statements in accordancewith the Standards on Auditing specified under Section 143(10) of the Act and otherapplicable authoritative pronouncements issued by the Institute of Chartered Accountantsof India.

Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Standalone IndAS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Standalone Ind AS financial statements. The procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the Standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the Standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the Standalone Ind ASfinancial statements.

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

o pinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS 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 of the state of affairs of theCompany as at March 31 2018 and its profit (including other comprehensive income) itscash flows and the changes in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the Annexure - A a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

10. 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 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) In our opinion the aforesaid Standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act.

(d) 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.

(e) On the basis of the written representations received from the directors as on March31 2018 taken on record by the Board of Directors none of the directors are disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) of theAct.

(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 Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:

(i) The Company has disclosed the impact of pending litigations as at March 31 2018 onits financial position in its Standalone Ind AS financial statements Refer 5.10 in Notesto accounts.

(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 Note 5.3 in Notes to accounts;

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

For pKF Sridhar & Santhanam LLp

Chartered Accountants

Firm's Registration No.003990S/S200018

Seethalakshmi M

Partner

Membership No. 208545

Place of Signature: Bangalore

Date: 21 May 2018

Referred to in paragraph 9 on 'Report on o ther Legal and Regulatory Requirements' ofour report of even date

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

(b) The Company has a program of verification of fixed assets to cover all the items ina phased manner which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed/conveyance deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate except for land at Khardi plant carried in books at ' 2.48 crores acquired pursuantto a scheme of demerger for which transfer of title in the name of the company is underprogress.

(ii) The Company has conducted physical verification of inventories at reasonableintervals. Discrepancies noticed on such verification have been properly dealt with in thebooks of account.

(iii) The company has not granted any loans secured or unsecured to parties covered inthe register maintained under section 189 of the Act.

(iv) Based on our audit procedures & according to the information and explanationgiven to us in respect of loans investments guarantees and security provisions ofsection 185 and 186 of the Act have been complied with.

(v) Based on our audit procedures & according to the information and explanationgiven to us the Company has not accepted any deposits from the public within the meaningof the Act and the rules made there under and hence clause (v) is not applicable.

(vi) We have broadly reviewed the accounts and records maintained by the Companypursuant to the Rules made by the Central Government for the maintenance of cost recordsunder sub-section (1) of section 148 of the Act and we are of the opinion that prima faciethe prescribed accounts and records have been made and maintained. We have not howevermade detailed examination of the records with a view to determine whether they areaccurate and complete.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us the Company has generally been regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales tax service tax duty of customs duty of excise value added taxgoods and services tax cess and any other material statutory dues with the appropriateauthorities. According to the information and explanation given to us and the records ofthe Company 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 goods and services tax cess and any other material statutorydues were in arrears as at 31st March 2018 for a period of more than six months from thedate they became payable.

(b) Dues relating to Income tax / Sales tax / Service tax / Duty of customs / Duty ofexcise / Value added tax/Goods and Service tax which have not been deposited on accountof any dispute are as given below:

name of the Statute amount under dispute not yet deposited (Rs..in crores) period to which the amount relates to Forum where dispute is pending
Income Tax 0.12 2011-12 to 2012-13 CIT (Appeals)
Income Tax 0.68 2009-10 Karnataka High Court
Karnataka VAT 2.20 1987-88 to 1989-90
Jharkhand VAT 0.48 2011-12 to 2012-13 Before VAT Assessing Officer
Bihar VAT 0.24 2009-10 2012-13
West Bengal VAT 0.07 2013-14
Odisha VAT 0.21 2012-13 2014-15 Before VAT Assessing Officer
Odisha Entry tax 0.13 2014-15 Deputy Commissioner of Sales Tax Cuttack
Service Tax 7.27 April 2010 to April 2016 CESTAT/ Commissioner of Central Excise
Excise duty 0.32 2012-13 to 2013-2014 CESTAT/ Commissioner of Central Excise

(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government and has not issued any debentures. Hence reporting on defaults inrepayment of loans under clause (viii) of CARO 2016 is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us we report that no fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the year.

(xi) Based on our audit procedures and as per the information and explanations given tous Managerial remuneration paid/provided during the year is in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

(xii) The Company is not a Nidhi company in accordance with Nidhi Rules 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 etc. as required by the applicableaccounting standards.

(xiv) Based on our audit procedures and according to the information and explanationsgiven to us the Company has not made any preferential allotment/private placement ofshares/ fully or partly convertible debentures during the year under review.

(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 with directors orpersons connected with him.

(xvi) The Company is not required to be registered under Section 45-IA of Reserve Bankof India Act 1934.

For pKF Sridhar & Santhanam LLp

Chartered Accountants

Firm's Registration No.003990S/S200018

Seethalakshmi M

Partner

Membership No. 208545

Place of Signature: Bangalore

Date: 21 May 2018

Referred to in paragraph 10(f) on 'Report on other Legal and Regulatory Requirements'of our report of even date Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies act 2013 ("the act")

We have audited the internal financial controls over financial reporting of TTKPrestige Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the standalone INDAS financial statements of the Company for the year ended onthat 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.

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 an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively 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.

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 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.

For pKF Sridhar & Santhanam LLp

Chartered Accountants

Firm's Registration No.003990S/S200018

Seethalakshmi M

Partner

Membership No. 208545

Place of Signature: Bangalore

Date: 21 May 2018