| We have audited the accompanying financial statements of Tricorn India
Limited ("the Company"), which comprise the Balance Sheet as at 31st
March, 2015, 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 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 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
these 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 financial
statements based on our audit.
We have taken into 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 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 but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control 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 Boards of 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.
Basis for Qualified Opinion
As per Section 205(1) of the Companies act, 1956, if the dividend has
not been paid within the prescribed time then unpaid dividend has to be
transfer to special account with schedule bank. The Company has
declared dividend of Rs 131.39 Lacs in its Annual general Meeting held
on 31st December, 2011. Due to paucity of funds, the amount of Rs 78.42
Lacs as on 31.03.2015 has not been transferred to special account as
per section 205(1) of the Companies act, 1956.
The Company has not made the provision for interest on deposit of Rs
13.97 Lacs as specified in Note no. 3.7. Due to none provision of the
-said amount, deficit in Statement of Profit and Loss under Reserve and
Surplus has been shown less and non-current liabilities have been shown
less to this extent. This affects the accounting principles of accrual
and consistency as per AS-1 issued by the Institute of Chartered
Accountants of India.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Basis for Qualified Opinion paragraph, the aforesaid
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 loss and its
cash flows for the year ended on that date.
Report on Other Legal & Regulatory Requirements
1. As required by 'the Companies (Auditors 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 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, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in the agreement with the books
of accounts.
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of written representation received from the directors,
as on 31st March, 2015 and taken on record by the Board of Directors,
we report that Mr. Chetan Kothari, Mr. Paresh Pathak and Mr. Rajesh
Panamburkar, the directors of the Company are disqualified as on 31st
March, 2015 from being appointed as director in terms of Section 164(2)
of the Act.
f) With respect to 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 standalone financial statements - Refer Note
3.1 to the standalone financial statements;
ii. The Company has made provisions as required under the applicable
law or accounting, standards for material foreseeable losses if any, on
long-term contracts including derivate contracts.
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 AUDITORS' REPORT ON THE STANDALONE FINANCIAL
STATEMENTS
(Referred to in paragraph 1 under "Report on Other Legal & Regulatory
Requirements" section of our report of even date)
1) In respect of the fixed assets of the Company:
(a) The Company has maintained proper records showing full particulars,
including quantitative detail and situation of fixed assets on the
basis of available information.
(b) The fixed assets were physically verified during the year by the
Management in accordance with a regular program of verification which,
in our opinion, provides for physical verification of the fixed assets
at reasonable intervals. According to the information and explanations
given to us, no material discrepancies were noticed on such
verification.
2) The nature of activities of the companies is such that Para 4 (ii)
(a), (b), (c) of the order are not applicable.
3) In respect of unsecured loans granted to companies, firms and other
parties covered in the register maintained under Section 189 of the Act
and according to the information and explanation given to us :
(a) The principle amounts are repayable on demand while interest (where
applicable) are regular.
(b) There are no overdue principle or interest (wherever applicable) on
the above loans granted.
4) In our opinion and according to the information and explanation
given to us, the Company has an adequate internal control system
commensurate with its size and nature of its business for the purchases
of fixed assets and for the sale of goods and services. During the
course of our audit, we have not observed any continuing failure to
correct major weakness in such internal control system.
5) In our opinion and according to the information and explanation
given to us, the Company has complied with the directives issued by the
Reserve Bank of India and the provisions of section 73 to 76 and other
relevant provisions of Act and the rules framed there under, where
applicable, have been complied with except non compliance of section
73(2)(c), 73(3) and 74(1)(b) of the Act. The Company has made
application under Section 74(2) of the Act, to the Tribunal to allow
further time to repay the deposits and interest thereon. As per the
information provided to us, the Company has received order from the
Company Law Board and it has complied with the order of Board.
6) The provisions of clause 3(vi) of the Order are not to the Company
as the Company is not covered by the Companies (Cost Records and Audit)
Rules, 2015.
7) According to the information and explanations given to us, in
respect of statutory dues:
(a) In respect of Statutory dues, according to the records of the
Company, the Company is generally depositing with some delay with
appropriate authorities undisputed statutory dues including, Investor
Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other
statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed statutory dues including Provident fund, Investor Education
& Protection Fund, Employee State Insurance, Tax under Income-tax Act,
1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory
dues with the appropriate authorities except, Rs 1314.10 Lacs under Tax
under Income-Tax Act, 1961, ESIC of Rs 192.66 Lacs, Provident Fund of
Rs 275.94 Lacs, Maharashtra Labour Welfare Fund of Rs 4.57 Lacs, Value
Added Tax of Rs 18.07 Lacs and Professional Tax of Rs 109.46 Lacs were
outstanding, as at 31st March, 2015 for a period of more than six
months from the date they became payable.
(c) According to the records of the Company, there are no dues of Sales
Tax, Customs Duty, Wealth-Tax, Excise Duty, Cess which have not been
deposited on account of any dispute except Income Tax dues as under.
The Company has filed appeal against the disputed Income Tax.
Forum where Dispute is pending Assessment year Disputed Amount
(Rs In Lacs)
Mumbai High Court 2006-2007 28.45
Mumbai High Court 2007-2008 153.94
Commissioner of Income Tax (Appeals) 2007-2008 101.45
Income Tax AppellateTribunal 2008-2009 183.38
Commissioner of Income Tax (Appeals) 2008-2009 125.45
Commissioner of Income Tax (Appeals) 2009-2010 210.75
Commissioner of Income Tax (Appeals) 2010-2011 353.23
Commissioner of Income Tax (Appeals) 2011-2012 851.49
Commissioner of Income Tax (Appeals) 2012-2013 124.33
(d) The Company has been regular in transferring amounts to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 and Rules made thereunder within
time.
8) The Company does not have accumulated losses as at 31st March, 2015
and the Company has not incurred cash losses during the current year
after considering the interest reversal and other written balances off
nor it has incurred any cash loss in the immediately preceding
financial year.
9) Based on our audit procedures and on the informations and
explanation given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to banks except as
stated in note no. 2.3(b).
10) In our opinion and according to the information and explanation
given to us, the terms and conditions of the guarantee given by the
Company for loan taken by a subsidiary from a bank is not prima facie
prejudicial to the interest of the Company.
11) According to the information and explanations given to us, the
Company did not avail any term loan during the year.
12) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud by the Company and
no material fraud on the Company has been noticed or reported during
the year.
FOR KOSHAL & ASSOCIATES
CHARTERED ACCOUNTANTS
Registration No. 121233W
KOSHAL MAHESHWARI
PROPRIETOR
Membership No. 043746
Place : Mumbai
Date : 29th May, 2015
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