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VTM Ltd.

BSE: 532893 Sector: Industrials
NSE: VTMLTD ISIN Code: INE222F01029
BSE 00:00 | 18 Apr 27.05 0.55
(2.08%)
OPEN

28.00

HIGH

28.00

LOW

26.60

NSE 05:30 | 01 Jan VTM Ltd
OPEN 28.00
PREVIOUS CLOSE 26.50
VOLUME 835
52-Week high 32.00
52-Week low 23.00
P/E 11.13
Mkt Cap.(Rs cr) 109
Buy Price 27.05
Buy Qty 100.00
Sell Price 27.25
Sell Qty 465.00
OPEN 28.00
CLOSE 26.50
VOLUME 835
52-Week high 32.00
52-Week low 23.00
P/E 11.13
Mkt Cap.(Rs cr) 109
Buy Price 27.05
Buy Qty 100.00
Sell Price 27.25
Sell Qty 465.00

VTM Ltd. (VTMLTD) - Auditors Report

Company auditors report

Reports on the financial statements

We have audited the accompanying financial statements of VTM Limited("the Company") which comprise of the Balance Sheet as at March 312018 andthe Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's board of directors is responsible for the matters statedin Section 134 (5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements that 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 Indian Accounting Standards(IndAS) prescribed tinder 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 accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors* Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. In conducting our audit we have taken into account theprovisions of the Act the accounting and auditing standards and matters which arerequired to be included in. the audit report under the provisions of the Act and the Rulesmade thereunder and the Order issued under section 143 (II) of the Act.

We conducted our audit of the 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 perforin the audit toobtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes 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 ofthefmancial statements.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on thefinancial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the 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 312018 and its profit total comprehensive income the changes in equity andits cash flows for the year ended as on that date.

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in. terms of Section 143 (11) ofthe Act we give in Amexure "A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act based on our audit wereport that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) in our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

c) the balance sheet the statement of profit and loss including othercomprehensive income statement of changes in equity and the statement of cash flow dealtwith by this report are in agreement with the books of account;

d) in our opinion the aforesaid financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act;

e) on the basis of the written representations received from thedirectors of the Company as on March 312018 taken on record by the board of directorsnone of the directors are disqualified as on March 312018 from being appointed as adirector in terms of Section 164 (2) of the Act;

f) with respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in Annexure "B". Our report expresses an unmodifiedopinion 011 the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting; and

g) with respect to the other matters to be included in the auditors'report in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - refer note no; ii The Company has madeprovisions as required under the applicable law or accounting standards for materialforeseeable losses if any on long-term contracts including derivative contracts; and iilThere has been no delay in transferring amounts required to be transferred to theinvestor education and protection fund by the Company.

Other matters

The financial statements of the Company for the year ended March312017 prepared in accordance with Companies (Accounting Standards) Rules 2006 wereaudited by another firm of chartered accountants under the Companies Act 2013 who videtheir report dated April 302017 expressed an unmodified opinion on those financialstatements

For CNGSN & Associates LLP

Chartered Accountants

Firm Registration No.00491SS/ S200036

(CHINNS AMY GANESAN)

Partner

Membership No. 027501

Place: Kappahir Madurai Date: April 27 2018

Annexure "A" to thelndependent Auditor's Report

(Referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements* section of our report to the members ofVTM Limited of even date)

1. In respect of the Company's fixed assets:

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items offixed assets in a phased maimer which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the program certain fixedassets were physically verified by the management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us therecords examined by us and based on the examination of the conveyance deeds 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. In respect of immovable properties of land and building that have been taken onlease and disclosed as fixed assets in the financial statements the lease agreements arein the name of the Company.

2. The inventory has been physically verified by the management duringthe year. In our opinion the frequency of such verification is reasonable.

3. According to information and explanation given to us the companyhas not granted any loan secured or unsecured to companies firms limited liabilitypartnerships or other parties covered to the register required under section 189 of theCompanies Act 2013. Accordingly paragraph 3 (Mi) of the order is not applicable.

4. In our opinion and according to information and explanation given tous the company has not granted any loans or provided any guarantees or given any securityto which the provision of section 185 of the companies Act are applicable. In respect ofinvestments made by the Company the Company had complied with the provisions of section186 of the Companies Act 2013.

5. In our opinion and according to the information and explanationsgiven to us the company has not accepted any deposits and accordingly paragraph 3 (v) ofthe

order is not applicable.

6 In our opinion and according to the information and explanationsgiven to us the Company had maintained cost records under section 148 (1) (d) of theCompanies Act 2013 and the relevant rules prescribed. However we have not carried out adetailed examination of the same

7. According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues includingProvident Fund Employees' State Insurance Income Tax SalesTax Service Tax Goods and Service Tax Value Added Tax Customs Duty Excise Duty Cessand other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income Tax Sales Tax Service Tax Value Added TaxGoods and Service Tax Customs Duty Excise Duty Cess and other material statutory duesin arrears as at March 312018 for a period of more than six months from the date theybecame payable.

(c) Details of dues of Income Tax Sales Tax Service Tax Excise DutyValue Added Tax and Goods and Service Tax which have not been deposited as at March312018 on account of dispute are given below;

Statute Nature of dues

Amounts(Rs.)

Preiod to which the amount relates

Forum where the dispute is pending

TN VAT Act Penalty

160568

2001-02

STAT Tamil Nadu

Service Tax Auxiliary Service

978499

2006-07 to 2011-12

CESTAT Chennai

Service Tax Penalty

1607956

2006-07 to 2011-12

CESTAT Chennai

8. In our opinion and according to the information and explanationsgiven to us the company has not defaulted in repayment of dues to its bankers during theyear. According to the information and explanations given to us the company has nooutstanding dues to any financial institutions or any government or any debenture holdersduring the year.

9. In our opinion and according to the information and explanationsgiven to us the term loans taken by the Company have been applied for the purpose forwhich they were

raised. The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) during the year

10 To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.ln our opinion andaccording to the information and explanations given to ns the Company has paid/providedmanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule to the Act The Company is not a NidhiCompany and hence reporting under clause 3 (xii) of the Order is not applicable to theCompany.According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with section 177 and 188 of the Act. Where applicable the details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

11. In our opinion and according to the information and explanationsgiven to us the Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct.

12. The Company is not a Nidhi Company and hence reporting under clause3 (xii) of the Order is not applicable to the Company.

13. According to the information and explanations given to us and basedon our examination of the records of the company transactions with the related partiesare in compliance with section 177 and 188 of the Act. Where applicable the details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

For CNGSN & Associates LLP

Chartered Accountants

Firm Registration No.004915S/ S200036

(CHINNSAMY GANESAN)

Partner

Membership No. 027501

Place: Kappalur Madurai Date: April 27 2018

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 2 (f) under 'Report on Other Legal andRegulatory Requirements' section of our report to the Members ofVTM Limited of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub- sections of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting ofVTM Limited ("the j

Company") as of March 312018 in conjunction with our audit ofthe financial statements of j

the Company for the year ended on that date. :

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit oflntemal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness.

Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of

\

internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement in the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrol system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance .regarding the reliability of financialreporting and the preparation of financial statements for external purposes in. accordancewith generally 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 detai 1 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.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper management ofoverride of controls material misstatements due to error or fraud may occur and not bedetected Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

in our opinion and according to the information and explanations givento us the Company has in all material respects an. adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal f inancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For CNGSN & Associates LLP

Chartered Accountants

Firm Registration No.004915S/ S200036

(CHINNS AMY GANESAN)

Partner

Membership No. 027501

Place: Kappalur Madurai

Date: April 27 2018