1. Report on the Financial Statements
We have audited the accompanying financial statements of TTK Healthcare Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
2. Management’s Responsibility for the 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 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.
3. Auditors’ Responsibility
Our responsibility is to express an opinion on these 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 there under. We conducted our audit of the financial statements 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 control 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. 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 financial statements.
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 2017 and its profit and its cash flows for the year ended on that date.
5. Emphasis of Matters
We draw attention to Note No.15 on Financial Statements regarding the following:
The Board of Directors at their meeting held on 30th April, 2013 approved the Scheme of Amalgamation of M/s TTK Protective Devices Limited (TTKPD) (formerly TTK-LIG Limited) and its Wholly Owned Subsidiary M/s TSL Techno Services Limited (TSL) with TTK Healthcare Limited, the appointed date being 1st April, 2012. Under the Scheme, the Shareholders of TTKPD would be allotted 9 Equity shares of Rs.10 each fully paid-up of the Company for every 2 Equity Shares of Rs.10 each fully paid-up held by them in TTKPD. No shares would be allotted to the Shareholders of TSL as its value having been considered as part of the valuation of TTKPD.
The said Scheme has been duly approved by the Shareholders and the Company has filed necessary petition before the Hon''''ble High Court of Judicature at Madras for obtaining its sanction. Consequent to the constitution of the National Company Law Tribunal (NCLT), petitions relating to compromises, arrangements and amalgamations, etc., would henceforth be dealt with by this Tribunal. Accordingly, the Company''''s petition relating to Scheme of Amalgamation stands transferred to NCLT.
The Scheme would be effective after the sanction of the same by the NCLT. The Board of Directors of the Company extended the time limit of the Scheme upto 31st March 2018. Our opinion is not qualified in respect of this matter.
6. Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditors'''' Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
II. 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 purposes 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.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements, comply with the Accounting Standards 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 31st March, 2017 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.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure “B”.
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, in our opinion and 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 financial position in its financial statements-Refer Note No.22 to the 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.
(iv) The Company has provided requisite disclosures in its financial statements as to the holding as well as dealings in Specified Bank Notes (SBN) during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note No.24 on Financial Statements.
ANNEXURE "A” TO THE INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF TTK HEALTHCARE LIMITED
(Referred to in paragraph 6(I) of our report of even date)
i (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) According to information and explanation given to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.
(c) According to information and explanation given to us, the title deeds of all the immovable properties of the Company shown under the Fixed Assets schedule are held in the name of the Company.
ii According to information and explanation given to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification is reasonable and no discrepancies were noticed at the time of verification.
iii According to information and explanation given to us and on the basis of our examination of the books of account, the Company has not granted loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.
iv In our opinion and according to the information and explanation given to us, in respect of loans, investments and guarantees, the provisions of Section 185 and 186 of the Act have been complied with.
v The Company has not accepted any deposit to which provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under and the directions issued by RBI are applicable. Hence paragraph 3(v) of CARO is not applicable to the Company.
vi On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by Central Government under Section 148(1) of the Act, have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.
vii (a) According to information and explanation given to us and according to the books and records produced and examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess to the extent applicable and other material statutory dues, with the appropriate authorities. According to the information and explanations given to us, there were no outstanding statutory dues as mentioned above as at 31st of March, 2017 for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us, details of Statutory dues which have not been deposited as on 31st March 2017, on account of any dispute are given below:
Name of the Statute
Nature of the Dues
Amount (Rs. In Lakhs)
Period to which the amount relates
Forum where the dispute is pending
Local Sales Tax Acts and Central Sales Tax Act
Sales Tax with Interest and Penalty, as aoolicable
Various years from 1986-87 to 2013-14
Before ACIT / DCIT of Sales Tax Department
Excise Duty with Interest and penalty, as applicable.
1995-96 to 2007-08
The Customs, Excise and Service Tax Appellate Tribunal, Chennai
1988-89 to 2000-01
The Customs, Excise and Service Tax Appellate Tribunal, Chennai
The Commissioner of Central, Excise (ADbeals),Chennai
1994-95 and 1995-96
The Deputy Commissioner of Central Excise, Aurangabad
Customs Duty & Interest
1992-93 to 2005-06
Settlement Commission, Chennai
2005-06 to 2007-08
The Commissioner of Central Excise (Appeals), Bangalore & CESTAT, Bangalore.
Income-Tax Act, 1961
The Commissioner of Income-Tax (Appeals), Chennai.
viii In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of loans and borrowings to Financial Institutions, Banks and Government.
ix The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of paragraph 3 of the Order is not applicable.
x To the best of our knowledge and belief and according to the information and explanation given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.
xi According to information and explanation given to us and based on our examination of the records of the Company, the Company has paid / provided for Managerial Remuneration in accordance with the requisite approvals mandated by Section 197 read with Schedule V to the Act.
xii The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
xiii To the best of our knowledge and belief and according to the information and explanations given to us, the Company is in compliance with Sections 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements, etc., as required by the applicable accounting standards.
xiv To the best of our knowledge and belief and according to the information and explanation given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence reporting under clause (xiv) of paragraph 3 of the Order is not applicable.
xv To the best of our knowledge and belief and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of Section 192 of the Act are not applicable.
xvi To the best of our knowledge and belief, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For M/s. AIYAR & CO., For M/s. S.VISWANATHAN LLP
Chartered Accountants Chartered Accountants
Regn.No.000063S Regn. No.004770S/S200025
N SRIDHARAN C N SRINIVASAN
Place : Bengaluru Proprietor Partner
Date : May 30, 2017 Membership No.20503 Membership No.18205