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TVS Motor Company Ltd.

BSE: 532343 Sector: Auto
NSE: TVSMOTOR ISIN Code: INE494B01023
BSE 00:00 | 14 May 603.15 -11.10
(-1.81%)
OPEN

615.50

HIGH

619.85

LOW

599.45

NSE 00:00 | 14 May 602.60 -11.60
(-1.89%)
OPEN

618.00

HIGH

619.90

LOW

600.00

OPEN 615.50
PREVIOUS CLOSE 614.25
VOLUME 56823
52-Week high 661.10
52-Week low 300.85
P/E 46.83
Mkt Cap.(Rs cr) 28,656
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 615.50
CLOSE 614.25
VOLUME 56823
52-Week high 661.10
52-Week low 300.85
P/E 46.83
Mkt Cap.(Rs cr) 28,656
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TVS Motor Company Ltd. (TVSMOTOR) - Auditors Report

Company auditors report

To the members of TVS Motor Company Limited

Report on the Audit of the Standalone financial statements

Opinion

We have audited the standalone financial statements of TVS Motor Company Limited("the Company") which comprise the standalone balance sheet as at 31stMarch 2020 the Statement of Profit and Loss (including Other Comprehensive Income)standalone Statement of changes in Equity and standalone Statement of Cash Flows for theyear then ended and notes to the stand-alone financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the financial statements").

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 Companies Act 2013("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 and profit Other totalComprehensive Income Changes in Equity and Cash Flows for the 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 Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea 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 standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters:

Key Audit Matter Principal Audit Procedures
1. Overseas Equity Investments -
Equity Investments in overseas subsidiaries account for a significant percentage of the Company's total equity investments. To assess annually whether there are indications of impairment requires significant management judgment in determining the recoverable amount of these equity investments. Management has obtained a valuation of the equity investment in the overseas subsidiary from a valuer that is based on projected annual cash flows of the overseas subsidiary. We gained an understanding of the key assumptions used to forecast the cash flows and the discount rates applied (WACC) in arriving at the fair value. We consider that the management conclusions concerning the absence of impairment in the equity investment are adequately supported and consistent with the information currently available.
WACC - Weighted Average Cost of Capital
2. Evaluation of Uncertain Tax positions
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. We obtained details of demands relating to direct tax and indirect tax for the year ended 31st March 2020. We considered legal precedence and other rulings as well as obtained external opinions in evaluating management's position on these uncertain tax positions.

Information Other than the Standalone Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Directors' Report to theShareholders but does not include the standalone financial statements and our auditor'sreport thereon. The Directors' Report to the Shareholders is expected to be made availableto us after the date of this Auditor's Report.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Directors' Report to the Shareholders if we conclude that there is amaterial misstatement therein we are required to communicate the matter to those chargedwith governance.

Responsibilities of Management and those charged with Governance for the standalonefinancial statements.

The Company's Board of Directors are responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the state of affairs profit and other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or tocease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone financial statements

Our objectives are to obtain reasonable assurance about whether the stand-alonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or override of internalcontrol.

• 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 Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or 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.

Report on Other Legal and Regulatory Requirements

1. 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 Act we give in the Annexure A statement on the matters specified in paragraphs 3 and4 of the Order to the extent applicable.

2. 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 and proper returnsadequate for the purposes of our audit of the branches have been received from thebranches not visited by us;

(c) The Standalone Balance Sheet the Standalone Statement of Profit and Loss(including Other Comprehensive Income) the Standalone Statement of Changes in Equity andthe Standalone Statement of Cash Flows dealt with by this Report are in agreement with thebooks of accounts.

(d) In our opinion the aforesaid stand-alone financial statements comply with the IndAS specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in termsof Section 164(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 to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note No. 41(a) to the standalonefinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses- Refer Note No. 31(D);

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

3. With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act;

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For V. SANKAR AIYAR & CO
Chartered Accountants
Firm Regn. No.: 109208W
S. VENKATARAMAN
Partner
Place: Chennai Membership No.: 023116
Date : 28th May 2020 UDIN: 20023116AAAAHR6642

Annexure A to Independent Auditors' Report - 31st March 2020 (Referred to inour 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 regular program of physically verifying all the fixed assets atits plants/ offices in a phased manner over a period of 2 years which in our opinion isreasonable having regard to the size of the company and the nature of its assets. Nomaterial discrepancies as compared to book records were noticed on such verification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deeds of immovable properties areheld in the name of the Company

(ii) The inventories have been physically verified by the management during the year.In our opinion the frequency of the physical verification is reasonable the discrepanciesnoticed on verification between the physical stocks and the book stocks were not materialand have been properly dealt with in the books of accounts.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to Companies firms Limited LiabilityPartnerships or Other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Accordingly the provisions of clauses (iii) (a) (b) &(c) of Para3 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) The Company has not accepted any deposits from the public within the meaning ofSection 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.We are informed that no order has been passed by the Company Law Board or National CompanyLaw Tribunal or Reserve Bank of India or any court or other tribunal.

(vi) The Central Government has prescribed the maintenance of cost records underSection 148(1) of the Act in respect of certain products manufactured by the Company. Wehave broadly reviewed the books of account maintained by the Company pursuant to the rulesmade by the Central Government for the maintenance of cost records under Section 148(1) ofthe Act and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained.

(vii) a) According to the records of the Company the Company is generally regular indepositing undisputed statutory dues payable including Provident Fund Employees' StateInsurance Income Tax Goods and Service Tax Customs duty and Cess and other materialstatutory dues as applicable to the Company with the appropriate authorities. According tothe information and explanations given to us no undisputed amounts payable in respect ofProvident Fund Employees' State Insurance Income Tax Goods and Service Tax Customs dutyand Cess were in arrears as at 31st March 2020 for a period of more than sixmonths from the date they became payable.

b) According to the information and explanations given to us and the records of theCompany the dues of Income-Tax Customs Duty Wealth Tax Sales Tax Service Tax Goodsand Service Tax Value Added Tax Excise Duty and Cess which have not been deposited onaccount of any dispute are as follows:

Name of the Statute / (Nature of dues) Period of dues Rs. in Crores Forum where dispute is pending
Central Excise Act 1944 (Cenvat/Excise Duty) 1998-2017 24.44 Central Excise and Service Tax Appellate Tribunal Chennai
2011-2016 7.55 Assistant/Deputy/Commissioner of Central Excise Hosur and Mysore
Finance Act 1994 (Service Tax) Customs Act 1962 (Customs Duty) 2002-2016 1.49 Central Excise and Service Tax Appellate Tribunal. Chennai/Bangalore
1999-2001 1.36 Hon'ble High Court of Judicature Chennai
1998-2016 1.03 Assessing officer
Sales Tax/VAT Laws (Sales Tax) 2004-2005 0.04 Joint Commissioner (Appeals)
1998-2010 0.33 Tribunals
Wealth Tax Act 1957 2007-2009 0.98 ITAT Chennai

(viii) On the basis of verification of records and according to the information andexplanations given to us the Company has not defaulted in repayment of loans orborrowings to Banks/Financial Institutions/ Government. The company has not raised anymonies against issue of debentures.

(ix) In our opinion and according to the information and explanations given to us theterm loans availed by the Company have been applied for the purpose for which they wereobtained. The Company has not raised monies by way of initial public offer or furtherpublic offer (including debt instruments) during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements to the best of our knowledge and belief and as perthe information and explanations given to us by the Management and the representationsobtained from the management no material fraud by the Company and no fraud on the companyby its officers or 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 paid/ provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

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

(xiii) In our opinion and according to the information and explanations given to usbased on verification of the records and approvals of the Audit Committee the Company isin compliance with Section 177 and Section 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements as required by the applicable accountingstandards.

(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 underpara 3 of clause (xiv) of the Order 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 or persons connected with him and hence provisions of section 192 of the Act arenot applicable.

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

For V. SANKAR AIYAR & CO
Chartered Accountants
Firm Regn. No.: 109208W
S. VENKATARAMAN
Partner
Place:Chennai Membership No.: 023116
Date : 28th May 2020 UDIN: 20023116AAAAHR6642

Annexure - B to the Independent Auditors' Report - 31st March 2020 (Referredto in our report of even date)

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

1. We have audited the internal financial controls over financial reporting of TVSMotor Company Limited ("the Company") as of March 31 2020 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon that date.

Managements Responsibility for Internal Financial Controls

2. 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

3. 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 both applicable to an audit ofInternal Financial Controls and 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.

5. 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

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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

7. 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

8. In our opinion the Company has in all material respects an adequate internalfinancial Control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Control over Financial Reporting issued by the Institute of CharteredAccountants of India.

For V. SANKAR AIYAR & CO
Chartered Accountants
Firm Regn. No.: 109208W
S. VENKATARAMAN
Partner
Place:Chennai Membership No.: 023116
Date : 28th May 2020 UDIN: 20023116AAAAHR6642

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