Independent Auditor’s Report
To the Members of Transport Corporation of India Limited Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Transport Corporation of India Limited ("the Company”), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the statement of changes in equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ''''standalone Ind AS financial Statements'''')in which are incorporated the audited accounts for the year ended on that date of TCI Seaways division and the branch in Nepal as audited by other auditors.
Management''''s Responsibility for the Standalone Ind AS Financial Statements
The Company''''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Accounting Principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules issued there under.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''''s Responsibility
1. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
2. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''''s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017 and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matters
We did not audit the financial statements of one branch and one division included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of '''' 22,882.76 lakh as at 31st March, 2017 and total revenues of '''' 14,919.19 lakh for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial statements of this branch and division have been audited by the branch and division auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch and division is based solely on the report of such branch and division auditors.
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 subsection (11) of section 143 of the Act,(hereinafter referred to as the "order”), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure "A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.
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 best of our knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;
c. the report on the accounts of the branch and division office of the Company audited under Section 143(8) of the Act, the branch and division auditors have been sent to us and have been properly dealt with by us in preparing this report;
d. t he Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity and the branch and division dealt with by this Report agree with the books of account and with the returns received from the branch not visited by us;
e. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards Specified under Section 133 the Act, read with relevant rule issued there under.
f. on the basis of written representations received from the directors as on 31st March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of section 164(2) of the Act. with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of the such control, refer to our separate report in Annexure "B”.
g. with respect to other matter to be included in the Auditor''''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us :
i) as detailed in Note 39(a) of the notes to the standalone Ind AS financial statements, the Company has disclosed the impact of pending litigation on its standalone Ind AS financial statements.
ii) the Company did not have any long terms contract including derivative contracts for which there were any material foreseeable losses.
iii) there has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
iv) the Company has provided requisite disclosures in its standalone Ind AS financial statements as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30thDecember, 2016 and these are in accordance with books of account maintained by the Company. Refer note 8.
Annexure "A"to Independent Auditors'''' Report of even date to the members of Transport Corporation of India Limited, on the Standalone Ind AS Financial Statement for the year ended 31st March, 2017.
Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.
1. a) The company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) We are informed that a test of physical verification of these assets was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our Opinion, the frequency of verification of Fixed Assets is reasonable having regards to the size of the Company and nature of its assets.
c) The titles deeds of all the immovable properties, as disclosed in the Ind AS financial statements, are held in the name of the Company except in respect of immovable properties situated at Secunderabad and Kolhapur.
2. a) The management has conducted physical verification of inventory at reasonable intervals during the year.
b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.
3. The Company has not granted any loans, secured or unsecured, to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3 (iii) of the said order are not applicable.
4. I n our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to loans and investments made.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost records under sub- section (1) of section 148 of the Act in respect of any activities of the Company.
7. (a) According to the information and explanation given to us and records of the Company examined by us, in our opinion the Company is regular in depositing undisputed statutory dues including provident fund, employees'''' state insurance, income tax, service tax, custom duty, Excise Duty, value added tax, cess and any other statutory dues to the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax or sales tax or service tax or duty of excise or value added tax or cess or Employees'''' State Insurance as at March 31, 2017 which have not been deposited on account of any dispute are as under:
Nature of the Statute
|
Nature of the dues
|
Amount (Rs, In Lakh)
|
Period to which amount relates
|
Forum where dispute is pending
|
Income Tax Act 1961
|
Income Tax
|
22.71
|
From FY 201112 to 2012-13
|
Commissioner
(Appeals)
|
Sales Tax Act Various States
|
Trade Tax
|
173.97
|
From FY 200304 to 2016-17
|
Various
Authority
|
Employee''''s State Insurance, 1948
|
Employee''''s
State
Insurance
|
20.98
|
FY 2011-12
|
Supreme
Court
|
Nature of the Statute
|
Nature of the dues
|
Amount (Rs, In Lakh)
|
Period to which amount relates
|
Forum where dispute is pending
|
Central Excise Act, 1944
|
Excise Duty
|
26.82
|
FY 2009-10 to FY 2012-13
|
Central Excise & Service Tax Appellate Tribunal
|
8.
|
According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loans or borrowings to any financial institutions or bank or Government during the year. The company has not issued any debentures.
|
9.
|
The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Therefore, the provisions of Clause 3(ix) of the said order are not applicable to the company.
|
10.
|
During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.
|
11.
|
The company has paid /provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Act.
|
12.
|
The company is not a Nidhi Company.
|
1 3.
|
The transactions with related parties are in compliance with the provisions of Section! 77 and 188 of the Act. The details of the related party transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standard.
|
1 4.
|
The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, the provisions of Clause 3 (xiv) of the order are not applicable.
|
15.
|
The Company has not entered into any non-cash transactions with its directors or persons connected with him. Therefore, the provisions of Clause 3 (xv) of the order are not applicable.
|
16.
|
The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
|
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the companies Act, 2013.
We have audited the internal financial controls over financial reporting of Transport Corporation of India Limited ("the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone Ind AS 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.
Auditors'''' Responsibility
Our responsibility is to express an opinion on the Company''''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''''s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''''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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''''s Regn No:-304045E
( R.S.Agarwala)
Partner
Camp: -Gurugram Membership No.005534
Date: 16th May, 2017
We have audited the accompanying standalone financial statements of
Transport Corporation of India Limited ("the Company"), which comprise
the Balance Sheet as at 31st March 2016, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information
in which are incorporated the audited accounts for the year ended on
that date of TCI Seaways division and the branch in Nepal as audited by
other auditors.
Management''''s Responsibility for the Standalone Financial Statements
The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the Accounting Principles
generally accepted in India, including Accounting Standards specified
under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014 (as amended). This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act; for safeguarding the assets of the Company;
preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Auditor''''s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be ncluded in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the standalone financial statements.
The procedures selected depend on the auditor''''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also ncludes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
fnancial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March 2016, and its profit and its cash fows for the year ended
on that date.
Emphasis of Matters
We draw attention to Note 34 of the financial statements regarding the
scheme of arrangement for demerger of the XPS undertaking into TCI
Express Ltd. as sanctioned by the Hon''''ble Telangana and Andhra Pradesh
High Court by its order dated 14th June, 2016. As per the Scheme loss
on liquidation of wholly owned subsidiary TCI Global Holding
(Mauritius) Ltd ofRs. 213,739,400/- has been debited to the Statement
of Profit and Loss and an equivalent amount transferred from the
Securities Premium Account. This is not in accordance with Accounting
Standard (AS) 5 ''''Net Profit or Loss for the Period, Prior Period Items
and Changes in Accounting Policies''''. However this has no effect on
Profit before tax and profit after tax of the year.
Our Opinion is not qualified in respect of this matter.
Other Matters
We did not audit the financial statements of one branch and one
division included in the Standalone Financial Statements of the Company
whose financial statements reflect total assets of Rs.17,608.39 lakh as
at 31st March, 2016 and total revenues of Rs.14,219.49 lakh for the
year ended on that date, as considered in the standalone financial
statements. The financial statements of this branch and division have
been audited by the branch and division auditors whose reports have
been furnished to us by the Management and our opinion in so far as it
relates to the amounts and disclosures included in respect of this
branch and division is based solely on the report of such branch and
division auditors.
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 of the Act,(hereinafter referred to as
the "order"), and on the basis of such checks of the books and records
of the company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure "A",
a statement on the matters specified in paragraphs 3 and 4 of the
Order.
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 best of our knowledge and belief were necessary for the
purpose of our audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us;
c. the report on the accounts of the branch and division office of the
Company audited under Section 143(8) of the Act by the branch and
division auditors have been sent to us and have been properly dealt
with by us in preparing this report;
d. the standalone financial statements dealt with by this Report are
in agreement with the books of account and with the returns received
from the branch not visited by us;
e. in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards Specified under Section 133 the
Act, read with Rule 7 of the Companies (Accounts) Rule, 2014(as
amended) .
f. on the basis of written representations received from the directors
as on 31st March 2016, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2016, from
being appointed as a director in terms of section 164(2) of the Act.
g. with respect to the adequacy of the internal financial control over
financial reporting of the company and the operating effectiveness of
the such control, refer to our separate report in Annexure "B".
h. with respect to other matter to be included in the Auditor''''s Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules
2014, in our opinion and to the best of our information and according
to the explanations given to us :
i. As detailed in Note 27(a) of the notes to the standalone financial
statements, the Company has disclosed the impact of pending litigation
on its financial statements.
i. The Company did not have any long terms contract including
derivative. Contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
Company.
Annexure "A" to Independent Auditors'''' Report
Annexure "A" to Independent Auditors'''' Report of even date to the
members of Transport Corporation of India Limited, on the standalone
Financial Statement for the year ended 31st March, 2016. Referred to in
paragraph 1 under the heading of "Report on Other Legal and Regulatory
Requirements" of our report of even date.
1. (a) The company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) We are informed that a test of physical verification of these
assets was carried out by the management at reasonable intervals and no
material discrepancies were noticed. In our Opinion, the frequency of
verification of Fixed Assets is reasonable having regards to the size
of the Company and nature of its assets
(c) The titles deeds of all the immovable properties, as disclosed in
the financial statements, are held in the name of the Company except in
respect of immovable properties situated at Secunderabad and Kolhapur
2. (a) The management has conducted physical verification of inventory
at reasonable intervals during the year
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification
3. The Company has not granted any loans, secured or unsecured, to
Companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Act.
Therefore, the provisions of Clause 3 (iii) of the said order are not
applicable.
4. In our opinion and according to the information and explanations
given to us, the company has complied with the provisions of section
185 and 186 of the Act, with respect to loans and investments made.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of cost
records under sub-section (1) of section 148 of the Act in respect of
any activities of the Company.
7. (a) According to the information and explanation given to us and
records of the Company examined by us, in our opinion the
Company is regular in depositing undisputed statutory dues including
provident fund, employees'''' state insurance, income tax, service tax,
custom duty, Excise Duty, value added tax, cess and any other statutory
dues to the appropriate authorities. (b) According to the information
and explanations given to us and the records of the Company examined by
us, the particulars of dues of income-tax or sales tax or service tax
or duty of excise or value added tax or cess or Employees'''' State
Insurance as at March 31, 2016 which have not been deposited on account
of any dispute are as under:
I Nature of Statute Nature of dues Rs. in Lakh
Income Tax Act 1961 Income Tax 55.69
Sales Tax Act Various Trade Tax 138.23
States
Employee''''s State Employee''''s State 20.98
Insurance, 1948 Insurance
Central Excise Act, 1944 Excise Duty 26.82
Nature Of Statute Period to which amount Forum where dispute is
relates pending
Income Tax Act 1961 From FY 2011-12 to
2012-13 Commissioner (Appeals)
Sales Tax Act Various From FY 2003-04 to
states 2015-16 Various Authority
Employees''''s State FY 2011-12 Supreme Court
Central Excise Act, FY 2009-10 to FY 2012- Central Excise &
13 Service Tax
Appellate Tribunal
8. According to the records of the company examined by us and the
information and explanations given to us, the company has not defaulted
in repayment of loans or borrowings to any financial institutions or
bank or Government during the year. The company has not issued any
debentures.
9. The company has not raised any moneys by way of initial public
offer, further public offer (including debt instruments) and term
loans. Therefore, the provisions of Clause 3(ix) of the said order are
not applicable to the company.
10. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across ifany instance of
material fraud by the company or on the Company by its officers or
employees, noticed or reported during the year, nor have we been
informed of any such cases by the management during the course of our
audit.
11. The company has paid /provided for managerial remuneration
in accordance with the requisite approvals mandated by the provisions
of section 197 read with schedule V to the Act.
12. The company is not a Nidhi Company.
13. The transactions with related parties are in compliance with the
provisions of Section 177 and 188 of the Act. The details of the
related party transactions have been disclosed in the financial
statements as required under Accounting Standard (AS) 18, Related Party
Disclosures specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
14. The Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during
the year under review. Therefore, the provisions of Clause 3 (xiv) of
the order are not applicable.
15. The Company has not entered into any non-cash transactions with
its directors or persons connected with him. Therefore, the provisions
of Clause 3 (xv) of the order are not applicable.
16. The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''''s Regn No:-304045E
R.S. Agarwala
Camp: Hyderabad Partner
Date: 18th August, 2016 Membership No.005534
We have audited the accompanying standalone financial statements of
Transport Corporation of India Ltd. ("the Company"), which comprise
the Balance Sheet as at 31st March 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information
in which are incorporated the audited accounts for the year ended on
that date of TCI Seaways division and the branch in Nepal as audited by
other auditors.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these standalone financial statements,
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also
includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March 2015, and its profit and its cash flows for the year
ended on that date.
Other Matters
We did not audit the financial statements of one branch and one
division included in the Standalone Financial Statements of the Company
whose financial statements reflect total assets of Rs. 17,511.70 lacs as
at 31st March, 2015 and total revenues of Rs. 12,310.82 lacs for the year
ended on that date, as considered in the standalone financial
statements. The financial statements of this branch and division have
been audited by the branch and division auditors whose reports have
been furnished to us and our opinion in so far as it relates to the
amounts and disclosures included in respect of this branch and
division, is based solely on the report of such branch and division
auditors.
Our Opinion is not modified in respect of this matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order") issued by the Central Government of India in
terms of Section 143(11) of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of
the Order
2. As required by Sectionl43(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books and proper returns adequate for the purposes of our audit have
been received from the branches not visited by us;
c. The report on the accounts of the branch and division office of the
Company audited under Section 143(8) of the Act by the branch and
division auditors have been sent to us and have been properly dealt
with by us in preparing this report;
d. the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account and with the returns received from the branch not visited by
us;
e. In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
f. On the basis of the written representations received from the
directors as on 31st March 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March 2015
from being appointed as a director in terms of Sectionl64(2) of the
Act;
g. With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. as detailed in Note 27(a) of the standalone financial statements,
the Company has disclosed the impact of pending litigation on its
financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure to the Independent Auditor''s Report
Referred to in paragraph 1 under the heading of "Report on other
Legal and Regulatory Requirements" of the Independent Auditors''
Report of even date to the members of Transport Corporation of India
Ltd. on Standalone Financial Statements as of and for the year ended
31st March, 2015;
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of
fixed assets.We are informed that a test physical verification of these
assets was carried out by the management during the year and no
material discrepancies were noticed.
(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no
material discrepancies between physical inventory and book records were
noticed on physical verification.
(iii) The Company has not granted any loans secured or unsecured to
companies, firms or other parties covered in the register
imint.-iined under Section 189 of the Act.
(iv) In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of services.
During the course of our audit, no major weakness has been noticed in
the internal control systems nor we have been informed of any such
instance.
(v) The Company has not accepted any deposits from the public within
the meaning of Sections 73 to 76 of the Act and the Rules framed
thereunder to the extent notified.
(vi) We have broadly reviewed the accounts and records maintained by
the Company Pursuant to the Rules made by the Central Government for
the maintenance of cost records under section 148(1) of the Act in
respect of Electricity Generation. We are of the opinion that Prima
Facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of such
records.
(vii) (a) According to the books and records produced to us and based
on management representations, the Company is
regular in depositing undisputed statutory dues including provident
fund, employees'' state insurance, income-tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess and
other material statutory dues, as applicable, with the appropriate
authorities. Further, no undisputed amounts payable in respect thereof
were outstanding at the year-end for a period of more than six months
from the date they become payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax or sales tax or wealth tax or service tax or duty of excise
or value added tax or cess or Employees'' State Insurance as at 31st
March, 2015 which have not been deposited on account of a dispute are
as under:
Name of Dues Amount Forum where dispute is pending
(Rsin lacs)
Income Tax 33.98 Commissioner (Appeals)
Trade Tax 244.11 Various Authority
Employee''s State
Insurance 20.98 Supreme Court
Excise Duty 26.82 CentralExcise & Service Tax
Appellate Tribunal
(c) The Company has transferred the amount required to be transferred
to the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules
made thereunder within the specified time.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the financial
year ended on that date or in the immediately preceding financial year.
(ix) In our opinion, the Company has not defaulted in repayment of dues
to any financial institution or bank or debenture holders as at the
balance sheet date.
(x) In our opinion, and according to the information and explanations
given to us, the terms and conditions on which the Company has given
guarantee for loans taken by others from banks or financial
institutions during the year are not, prima facie, prejudicial to the
interest of the Company.
(xi) In our opinion, and according to the information and explanations
given to us, on an overall basis the term loans have been applied, for
the purpose for which they were obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For R.S. Agarwala & Co.
Chartered Accountants
Firm''s Registration No.: 304045E
R.S. Agarwala
Camp: Gurgaon Partner
Date: 25th May 2015 Membership No.: 005534
