TUBE INVESTMENTS Auditors Report

We have audited the accompanying standalone financial statements of
Tube Investments of India Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2016, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
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 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 accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133oftheAct, 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 of 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 the design,
implementation and maintenance of adequate internal financial control
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, issued by the
Institute of Chartered Accountants of India, as 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 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 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 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 March 31, 2016, its profit, and its cash flows for the year ended on
that date.

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, we give in the Annexure 1 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;

(c) 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;

(d) 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;

(e) On the basis of written representations received from the directors
as on March 31, 2016, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2016, 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 2" to this
report;

(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. The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements - Refer Note
30 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.

Annexure 1 referred to in our report of even date

Re: Tube Investments of India Limited (''''the Company'''')

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) All fixed assets have not been physically verified by the
Management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.

(c) According to the information and explanations given by the
Management, the title deeds of immovable properties included in fixed
assets are held in the name of the Company.

(ii) The Management has conducted physical verification of inventory at
reasonable intervals during the year and no material discrepancies were
noticed on such physical verification.

(iii) According to the information and explanations given to us, 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 Companies Act, 2013.
Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the
Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations
given to us, there are no loans, investments, guarantees, and
securities granted in respect of which provisions of Section 185 and
186 of the Companies Act, 2013 are applicable and hence not commented
upon.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account 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 Companies Act,
2013 relating to certain products of the Company to which such rules
apply, and are of the opinion that prima facie, the specified accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees'''' state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, value added tax, cess and other
material statutory dues applicable to it. According to the information
and explanations given to us, no undisputed amounts payable in respect
of provident fund, employees'''' state insurance, income-tax, wealth-tax,
service tax, sales-tax, customs duty, excise duty, value added tax,
cess and other material statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became
payable.

(vii) (b) According to the records of the Company, the dues outstanding
of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, value added tax and cess on account of any dispute, are as
follows:

Nature of Forum where dispute
Name of the Statute Dues is pending

Income Tax Act,1961 Income Tax CIT (Appeals)/ITAT/HC

Excise Duty/
Central Excise Act,1944 CESTAT
Penalty

Joint Commissioner,
Value Added Tax, 2005 VAT Shirwal, Maharashtra

Commissioner

Service Tax (Chapter V of Service Tax of Central Excise
the Finance Act, 1994) (Appeals)/CESTAT

Name of the Statute Amount
Period to which the Involved
amount relates (Rs.In crores)

Income Tax Act, 1961 1994-95 to 2012-13 5.91

Central Excise Act, 1944 1993-94 to 2014-15 0.21

Value Added Tax, 2005 2010-2011 0.14

Service Tax 2000-01 to -2003-04 0.36
and 2010-11 to 2014-15

(viii) In our opinion and according to the information and explanations
given by the Management, Company has not defaulted in repayment of dues
to banks or debenture holders. The Company did not have any dues to in
respect of loans and borrowings payable financial institutions or
government.

(ix) According to the information and explanations given by the
Management, the Company has not raised any money by way of initial
public offer/further public offer/ debt instruments and term loans,
hence, reporting under clause (ix) is not applicable to the Company and
hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the Management,
we report that no fraud by the Company or no fraud/material fraud on
the Company by the officers and employees of the Company has been
noticed or reported during the year.

(xi) According to the information and explanations given by the
Management, the managerial remuneration has been paid/provided in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore,
the provisions of clause 3(xii) of the order are not applicable to the
Company and hence not commented upon.

(xiii) According to the information and explanations given by the
Management, transactions with the related parties are in compliance
with Section 177 and 188 of Companies Act, 2013 where applicable and
the details have been disclosed in the notes to the financial
statements, as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures. Therefore the reporting requirements under clause 3(xiv)
are not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the
Management, the Company has not entered into any non-cash transactions
involving Directors as referred to in Section 192 of Companies Act,
2013.

(xvi) According to the information and explanations given to us, the
provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are
not applicable to the Company.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Subramanian Suresh

Partner

Membership Number: 083673

Place of Signature: Chennai

Date: May 3, 2016

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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