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TVS Electronics Ltd.

BSE: 532513 Sector: Consumer
NSE: TVSELECT ISIN Code: INE236G01019
BSE 00:00 | 20 Mar 184.75 -0.65
(-0.35%)
OPEN

186.40

HIGH

189.50

LOW

184.15

NSE 00:00 | 20 Mar 184.50 -1.15
(-0.62%)
OPEN

185.65

HIGH

190.50

LOW

184.00

OPEN 186.40
PREVIOUS CLOSE 185.40
VOLUME 10927
52-Week high 557.00
52-Week low 143.00
P/E 37.86
Mkt Cap.(Rs cr) 344
Buy Price 184.75
Buy Qty 100.00
Sell Price 184.90
Sell Qty 10.00
OPEN 186.40
CLOSE 185.40
VOLUME 10927
52-Week high 557.00
52-Week low 143.00
P/E 37.86
Mkt Cap.(Rs cr) 344
Buy Price 184.75
Buy Qty 100.00
Sell Price 184.90
Sell Qty 10.00

TVS Electronics Ltd. (TVSELECT) - Auditors Report

Company auditors report

To the Members of TVS Electronics Limited Chennai.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of TVSElectronics Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 and the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

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

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 thereunder and the Orderissued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's 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.

We believe that the audit evidence obtained by us and other auditors in terms of theirreport referred to in the Other Matters paragraph below is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to usand based on the consideration of the report of the other auditor on separatefinancial statements/ financial information of an erstwhile subsidiary company PrimeProperty Holdings Limited (refer note 32) to the Ind AS financial statements whichdescribes the merger of Prime Property Holdings Limited with the Company) referred to inthe Other Matters paragraph below the aforesaid standalone Ind AS financial statementsgive the information required by the Act in the manner so required and give a true andfair view in conformity with the Ind AS and other accounting principles generally acceptedin India of the state of affairs of the Company as at 31st March 2018 and its profittotal comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Other Matters a) We did not audit the financial statements/ financial information of anerstwhile subsidiary company whose financial statements/financial information reflecttotal assets of $ 804 Lakhs as at 31st March 2018 and total revenues of $ Nil for theyear ended on that date as considered in the standalone Ind AS financial statements. Thefinancial statements/ financialinformation of erstwhile subsidiary company have beenaudited by other auditors whose report has been furnished to us and our opinion in so faras it relates to the amounts and disclosures included in respect of this erstwhilesubsidiary company is based solely on the report of theother auditors.

Our opinion on the standalone financial statements and our report on Other Legal andRegulatory Requirements below is not modified in respect of this matter. b) Thecomparative financial information of the Company for the year ended 31st March 2017 andthe transition date opening balance sheet as at 1st April 2016 included in thesestandalone Ind AS financial statements are based on the statutory financial statementsprepared in accordance with the

Companies (Accounting Standards) Rules 2006 audited by the predecessor auditor whosereport for the years ended 31st March 2017 and 31st March 2016 dated 12th May 2017 and 4thMay 2016 respectively expressed a modified opinion on those standalone financialstatements. The modification for the year ended 31st March 2017 relates to remunerationof $ 1.50 Lakhs paid to the Managing Director in excess of the amount approved by theCentral Government and provisions of Section 197 of the Companies Act 2013 read withSchedule V of the Act. The modification for the year ended 31st March 2016 relates to anunsecured loan of $ 150 Lakhs granted to a wholly owned subsidiary which had no principalbusiness activity.The said financial statements have been restated to comply with Ind AS.Adjustments made to the previously issued said financial information prepared inaccordance with the Companies (Accounting Standards) Rules 2006 to comply with Ind AShave been audited by us. c) The comparative financial information of the aforesaiderstwhile subsidiary company for the year ended 31st March 2017 and the transition dateopening balance sheet as at 1st April 2016 prepared in accordance with Ind AS included inthese Standalone Ind AS financial statements have been audited by the other auditor.

Our opinion on the standalone Ind AS financial statements is not modified in respect ofthese matters. Report on Other Legal and Regulatory Requirements 1. As required by Section143(3) of the Act based on our audit and on the consideration of the reports of theauditors of the erstwhile subsidiary company referred to in the Other Matters paragraphabove we report to the extent applicable that: a) We have sought and obtained all theinformation and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit. b) In our opinion proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of thosebooks.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) Because of the written representations received from the directors of the Company ason 31st March 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 its aforesaid erstwhile subsidiary company which is a companyincorporated in India and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". 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 as amended inour opinion and 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 standalone Ind AS financial statements ii. The Company did not have anylong-term contracts including derivative contracts for which there were any materialforeseeable losses. iii. There are no amounts that are required to be transferred to theInvestor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For Deloitte Haskins & Sells

Chartered Accountants Firm Registration No: 008072S

Bhavani Balasubramanian

Place : Chennai Partner

Date : May 11 2018 Membership No: 22156

Annexure "A" to the Independent Auditors' Report

(Referred to in paragraph 1 (f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting 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 TVSElectronics Limited ("the Company") as of 31st March 2018and its erstwhilesubsidiary company - Prime Property Holdings Limitedwhich got merged with the Company withthe appointed date of 1st April 2016in conjunction with our audit of the standalone IndAS 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 the 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 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 and the audit evidence obtained bythe auditors of erstwhile subsidiary company - Prime Property Holdings Limited in terms oftheir report referred to in the Other Matters paragraph below is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over 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 and based on the consideration of the report of the auditorof the aforesaiderstwhile subsidiary company referred to in the Other Matters paragraph below the Companyhas in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at 31st March 2018 based on the criteria for internal financialcontrol over financial reporting 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.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls over financial reporting insofar as itrelates to aforesaid erstwhile subsidiary company a Company incorporated in India isbased on the corresponding report of the auditors of the erstwhile subsidiary company.

Our opinion is not modified in respect of this matter.

For Deloitte Haskins & Sells

Chartered Accountants

Firm Registration No: 008072S

Bhavani Balasubramanian

Partner

Membership No: 22156

Place : Chennai

Date : May 11 2018

(Referred to in paragraph (2) under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

Our reporting on the Order includes that relating to erstwhile subsidiary company-Prime Property Holdings Limited a Company incorporated in India which got merged withthe Company with the appointed date of 1st April 2016 and which has been audited by otherauditor and our report in respect of this entity is based solely on the report of the saidauditor to the extent considered applicable for reporting under the Order in case of thestandalone financial statements.

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of the property plant and equipment.

(b) Some of the property plant and equipment were physically verified during the yearby the Management in accordance with a programme of verification which in our opinionprovides for physical verification of all the property plant and equipment at reasonableintervals. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) Immovable properties of Land and buildings whose title deeds have been pledged withbanks as security for term loans are held in the name of the Company based on the Mortgagedeed executed between the bank and the Company for which confirmations have been obtainedfrom the bankers.

(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) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 in respect of machinery and mechanicalappliances. We have broadly reviewed the cost records maintained by the Company pursuantto the Companies (Cost Records and Audit) Rules 2014 as amended prescribed by theCentral Government under sub- section(1) of Section 148 of the Companies Act 2013 and areof the opinion that prima facie the prescribed cost records have been made andmaintained. We have however not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues: (a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-tax SalesTax Service TaxGoods and Service Tax Customs Duty Excise Duty Value Added Tax Cessand other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Goods and Service Tax Customs DutyExcise Duty Value Added Tax cess and other material statutory dues in arrears as at 31stMarch 2018 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax Excise Duty and Provident Fundwhich have not beendeposited as on 31st March 2018 on account of disputes are given below:

Name of Statue Nature of Dues Forum where Dispute is Pending Period to which amount relates Amount Unpaid ($ in Lakhs)
Income Tax Act 1961 Income Tax dues Income Tax Appellate Tribunal Income Tax officer A.Y 2005-06 to 2018-19 47 (net of $ 50 deposited)
Central Excise Act 1944 Excise Duty Customs Excise and Service Tax Apellate Tribunal Chennai 2005-06 13
Central Sales Tax/Value added tax of various states Sales tax dues Apellate authorities of various states 2003-04 to 2014-15 49 (Net of $ 4 deposited)

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans to banks. The Company has notissued any debentures.

(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 CARO 2016 order is not applicable.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company or no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has not provided / paid any managerial remuneration during the year. Hence theprovisions of section 197 read with Schedule V to the Companies Act 2013 is notapplicable.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theCARO 2016 order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us thecompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the Ind AS financial statements as required by theapplicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors/ directors of holding subsidiary company or persons connected with them andhence provisions of section 192 of the Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under

section 45-IA of the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells

Chartered Accountants Firm Registration No: 008072S

Bhavani Balasubramanian

Place : Chennai Partner

Date : May 11 2018 Membership No: 22156