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Auditor Report of Triton Valves Ltd.
Mar 31, 2025
We have audited the accompanying standalone financia
statements of Triton Valves Limited (the "Company")
which comprise the Balance Sheet as at March 31, 2025
and the Statement of Profit and Loss (including Othei
Comprehensive Income), the Statement of Cash Flows anc
the Statement of Changes in Equity for the year ended or
that date, and notes to the financial statements, including
a summary of material accounting policies and othei
explanatory information.
In our opinion and to the best of our information am
according to the explanations given to us the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (the "Act") in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act, ("Ind AS") am
other accounting principles generally accepted in India, o
the state of affairs of the Company as at March 31, 2025
and its profit, total comprehensive income, its cash flows
and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing ("SA"s) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor''s
Responsibility for the Audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ("ICAI") together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the ICAI''s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.
|
Sr. No. Key Audit Matter |
Auditor''s Response |
|
For impairment testing, management determines |
⢠We have used our valuation specialists to assess |
|
recoverable amount, using discounted cash flow |
overall reasonableness of the assumptions used |
|
projections and accordingly the management has |
particularly those relating to the weighted average |
|
obtained enterprise value of the subsidiary companies |
cost of capital and terminal growth rate and |
|
from independent valuation experts for investments, loans |
appropriateness of the valuation model used. |
|
and interest receivable on loans from the subsidiaries. |
⢠Performed sensitivity analysis on the key assumptions |
|
We considered the assumptions relating to terminal |
such as revenue growth rate, weighted average cost ⢠Assessed the adequacy of the disclosures made in ⢠Evaluated past performances where relevant and |
l. Revenue neuuymuun - oui un
be made available to us after the date of this auditor''s
report.
⢠Our opinion on the standalone financial statements does
not cover the other information and will not express any
form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
The Company''s revenues as disclosed in note 23 to the
standalone financial statements, arising from sale of
products. The Company recognises revenues based on
the terms and conditions of transactions, which vary
with different customers. For sales transactions in a
certain period around balance sheet date, it is essential
to ensure whether the transfer of control of the goods by
the Company to the customer has occurred before the
balance sheet date or otherwise.
Considering that there are significant volume of sales
transactions close to the year end, involving material
amounts and such revenue recognition is subject
to whether transfer of control to the customers has
occurred before the balance sheet date or otherwise, we
consider the risk of revenue from sale of products being
recognised in the incorrect period, a key audit matter.
Information Other than the Financial Statements
and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board''s Report,
Management Discussion and Analysis Report and
Corporate Governance Report, but does not include the
consolidated financial statements, standalone financial
statements and our auditor''s report thereon. The
Board''s Report, Management Discussion and Analysis
Report and Corporate Governance Report, is expected to
¦ We evaluated the design and implementation of
nternal controls over recognition of revenue in the
appropriate period in accordance with the Company''s
accounting policy, including the managements estimates
around the average lead time taken to deliver the goods
o various customer locations. On a sample basis, we
ested the operating effectiveness of the internal control
elating to determination of point in time at which the
transfer of control of the goods occurs.
¦ On sample basis, we performed test of details of sales
recorded close to the year-end through following
procedures:
1. Analysed the terms and conditions of the
underlying contract with the customer, and
2. Verified evidence for transfer of control of the
goods prior to the balance sheet date or otherwise
from relevant supporting documents.
is materially inconsistent with the standalone financial
statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated.
⢠When we read the Board''s Report, Management
Discussion and Analysis Report and Corporate
Governance Report, if we conclude that there is a material
misstatement therein, we are required to communicate
the matter to those charged with governance as required
under SA 720 âThe Auditor''s responsibilities Relating to
Other Information.''
Responsibilities of Management and Board of
Directors for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of 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 including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including Ind AS specified under section 133 of the Act.
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.
In preparing the standalone financial statements, management
and Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Company''s Board of Directors is also responsible for
overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
⢠Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
⢠Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls with reference
to standalone financial statements in place and the
operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor''s report to the related disclosures
in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.
⢠Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financia
statements represent the underlying transactions anc
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or ir
aggregate, makes it probable that the economic decisions o
a reasonably knowledgeable user of the standalone financia
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope o
our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal financial controls tha
we identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethica
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were o
most significance in the audit of the standalone financia
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interes
benefits of such communication.
Report on Other Legal and Regulatory
Requirements
1. As required by Section 143(3) of the Act, based on ou
audit 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 i
appears from our examination of those books excep
for not keeping backup on a daily basis of such
books of account maintained in electronic mode in
a server physically located in India (refer note 41(x''
(A) to the standalone financial statements) and not
complying with the requirement of audit trail as
stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity 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 Ind AS specified under
Section 133 of the Act.
e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164(2) of the Act.
f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph (b) above.
g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial
controls with reference to standalone financial
statements.
h) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as
amended,
In our opinion and to the best of our information and
according to the explanations given to us, based on
a special resolution approved by the shareholders
in the Annual General Meeting of the Company held
on September 13, 2024, the remuneration paid by
the Company to its directors during the year is in
accordance with the provisions of section 197 of
the Act.
i) 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,
as amended 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 35 to the standalone 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 was a delay of 108 days in transferring
'' 1.84 lakhs relating to unclaimed dividends,
required to be transferred to the Investor
Education and Protection Fund by the
Company - Refer Note 12 to the standalone
financial statements.
iv. (a) The Management has represented
that, to the best of its knowledge and
belief, as disclosed in Note 41(v) to the
financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
(b) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in note 41 (vi) the
financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.
(c) Based on the audit procedures performed
that have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.
The final dividend proposed in the previous
year, declared and paid by the Company during
the year is in accordance with section 123 of
the Act, as applicable.
As stated in Note 13 to the standalone
financial statements, the Board of Directors
of the Company has proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed is
in accordance with section 123 of the Act, as
applicable.
Based on our examination, the Company has
used accounting software for maintaining its
books of account for the year ended March
31, 2025 which are operated by third-party
software service providers, wherein:
a. in respect of an accounting software
used for maintaining payroll records,
the independent auditor''s System and
Organisation Controls (SOC) report has
been received by the Company for the
period from April 1, 2024 to December
31, 2024 and such report is not available
for the remaining period. In the absence
of independent auditor''s System and
Organisation Controls (SOC) report
covering the audit trail requirement for
the year, we are unable to comment on
whether the audit trail feature of the said
software was enabled and operated for
the year, for all relevant transactions
recorded in the software and whether
there was any instance of the audit trail
feature been tampered with.
b. in respect of an accounting software for
maintaining of books of account, in the
absence of the independent auditor''s SOC
report covering the requirement of audit
trail, we are unable to comment whether
audit trail feature of the said software
was enabled and operated throughout the
year for all relevant transactions recorded
in the software or whether there were any
instances of the audit trail feature been
tampered with.
in the absence of the independent auditor''s
SOC report covering the audit trail preservation
requirement in respect of the software
mentioned at (i)(vi)(a) above, we are unable
to comment whether the audit trail has been
preserved by the Company as per the statutory
requirements for record retention. As audit trail
feature was not enabled for the year ended
March 31, 2024 in respect of the software
mentioned at (i)(vi)(b) above, reporting under
Rule 11 (g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for
record retention is not applicable.
2. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government
in terms of Section 143(11) of the Act, we give in
"Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm''s Registration No. 117366W/W-100018)
Shreedhar Ghanekar
Place: Bengaluru Partner
Date: May 30, 2025 (Membership No. 210840)
SMG/PB/SFS/2025 (UDIN: 25210840BMMJIO8517)
Mar 31, 2024
We have audited the accompanying standalone financial statements of Triton Valves Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2024, and 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 ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.
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 Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
|
Sr. No. |
Key Audit Matter |
Auditor''s Response |
|
For impairment testing, management determines recoverable amount, using discounted cash flow projections and accordingly the management has obtained fair value of investments from independent valuation experts for investments in the subsidiaries. We considered the assumptions relating to terminal growth rate, weighted average cost of capital, estimated revenue growth rate, and estimated operating margins used in forecasted future cash flows prepared by the management for estimation of recoverable amount in respect of investments, loans and interest receivable on such loans of '' 1,952.18 Lakhs in Triton Valves Futuretech Private Limited (wholly owned subsidiary) and loans of '' 3,039.48 Lakhs in Triton Valves Climatech Private Limited (wholly owned subsidiary) as a key audit matter due to the significance of the investment, loan amount and interest receivable on such loans and the significant estimates and judgement involved in estimation of these assumptions. |
⢠Performed sensitivity analysis on the key assumptions such as revenue growth rate, weighted average cost of capital and terminal growth rate. ⢠Assessed the adequacy of the disclosures made in the standalone financial statements. ⢠Evaluated past performances where relevant and assessed historical accuracy of the forecast produced by management. |
|
|
2 |
Revenue Recognition - Cut off |
Principle audit procedures performed: |
|
The Company''s revenues as disclosed in note 23 to the standalone financial statements, arising from sale of products. The Company recognises revenues based on the terms and conditions of transactions, which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the transfer of control of the goods by the Company to the customer has occurred before the balance sheet date or otherwise. |
⢠We evaluated the design and implementation of internal controls over recognition of revenue in the appropriate period in accordance with the Company''s accounting policy, including the managements estimates around the average lead time taken to deliver the goods to various customer locations. On a sample basis, we tested the operating effectiveness of the internal control relating to determination of point in time at which the transfer of control of the goods occurs. |
|
|
Considering that there are significant volume of sales transactions close to the year end, involving material amounts and such revenue recognition is subject to whether transfer of control to the customers has occurred before the balance sheet date or otherwise, we consider the risk of revenue from sale of products being recognised in the incorrect period, a key audit matter. |
⢠On sample basis, we performed test of details of sales recorded close to the year-end through following procedures: 1. Analysed the terms and conditions of the underlying contract with the customer, and 2. Verified evidence for transfer of control of the goods prior to the balance sheet date or otherwise from relevant supporting documents. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report, Management Discussion and Analysis Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon. The Board''s Report, Management Discussion and Analysis Report and Corporate Governance Report are expected to be made available to us after the date of this auditor''s report.
⢠Our opinion on the standalone financial statements does not cover the other information and will not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠When we read the Board''s Report, Management Discussion and Analysis Report and Corporate Governance Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. 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.
In preparing the standalone financial statements, management and Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Companyâs Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit 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 except for not keeping backup on a daily basis of such books of account maintained in electronic mode in a server physically located in India (refer note 41(x)(A) to the standalone financial statements) and not complying with the requirement of audit trail as stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity 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 Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.
f) The modifications relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above.
g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, In our opinion and to the best of our information and according to the explanations given to us, based on a special resolution approved by the shareholders in the Annual General Meeting of the Company held on September 29, 2022, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
i) 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, as amended 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 35(a) to the standalone 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 was a delay of 299 days in transferring '' 1.50 lakhs relating to unclaimed dividends, required to be transferred to the Investor Education and Protection
Fund by the Company. Also refer Note 11 of the standalone financial statements.
iv. (a) The Management has represented that, to the
best of its knowledge and belief, as disclosed in note 41(v) to the standalone financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 41(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. As stated in note 13(d)(ii) to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination, the Company has used accounting software for maintaining its books of account which are operated by third-party software
service providers, wherein (refer note 41(x)(B) to the standalone financial statements):
a. in respect of an accounting software operated by a third-party software service provider for maintaining payroll records, based on the independent auditor''s Service Organisation System and Controls (SOC) report covering the requirement of audit trail, the software has a feature of recording audit trail (edit log) facility and the same has operated during the period April 1, 2023 to December 31, 2023 and there was no instance of audit trail feature being tampered with. In the absence of an independent auditor''s SOC report covering the audit trail requirement for the remaining period, we are unable to comment whether the audit trail feature of the said software was enabled and operated post December 31, 2023, for all relevant transactions recorded in the software or whether there was any instance of the audit trail feature been tampered with.
b. in respect of an accounting software operated by a third-party software service provider for maintaining of books of account, in the absence of the independent auditor''s SOC report covering the requirement of audit trail, we are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended March 31,2024.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
Shreedhar Ghanekar
Place: Bengaluru Partner
Date: May 30, 2024 (Membership No. 210840)
SMG/PB/SFS/2024 (UDIN: 24210840BKFBKO1868)
Mar 31, 2023
Triton Valves Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Triton Valves Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2023, and 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 significant accounting policies and other explanatory information.
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 Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2033 and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
|
Sr. No. |
Key Audit Matter |
Auditor''s Response |
|
1 |
Impairment assessment of investments in and loans |
Principal audit procedures performed: |
|
to certain subsidiaries |
⢠Evaluated the design, implementation and tested the |
|
|
Investments in and loans to subsidiaries are accounted for |
operating effectiveness of internal controls relating to |
|
|
at cost less impairment, where applicable, in the Company''s |
impairment assessment of investment in and loans to |
|
|
standalone financial statements. |
wholly owned subsidiaries. |
|
|
Investments and loans are tested for impairment if |
⢠Evaluated the objectivity and independence of the |
|
|
impairment indicators exist. If such indicators exist, the |
specialist engaged by the Company and reviewed the |
|
|
recoverable amounts of the investments in and loans to subsidiaries are estimated in order to determine the extent |
valuation report issued by such specialist. |
|
|
of the impairment loss, if any. Any such impairment loss is |
⢠Evaluated the reasonableness of key assumptions |
|
|
recognised in the Statement of Profit and Loss. |
relating to revenue growth rates and Profit After Tax (PAT) margins used in discounted cash flow projection. |
|
|
During the current year, based on identified impairment indicators, management has carried out impairment |
⢠We have used our valuation specialists to assess overall |
|
|
assessment by comparing the carrying value of certain |
reasonableness of the assumptions used particularly |
|
|
investments in and loans to subsidiaries to their recoverable |
those relating to the weighted average cost of capital |
|
|
amount to determine whether an impairment was required |
and terminal growth rate and appropriateness of the |
|
|
to be recognized. |
valuation model used. |
|
Sr. No. |
Key Audit Matter |
Auditor''s Response |
|
|
For impairment testing, management determines recoverable amount, using discounted cash flow projection and accordingly the management has obtained fair value of investments from independent valuation experts for investments in the two subsidiaries. We considered the assumptions relating to terminal growth rate, weighted average cost of capital, revenue growth rate and Profit After Tax (PAT) margins used in discounted cash flow projection for estimation of recoverable amount in respect of investment and loans of Rs. 2,202.17 Lakhs in TritonValves Future Tech Private Limited and Rs 2,702.82 Lakhs in TritonValves Climatech Private Limited (both wholly owned subsidiaries) as a key audit matter due to the significance of the investment and loan amount and the significant estimates and judgement involved in estimation of these assumptions, involving Refer Notes 5 and 7 to the standalone financial statements. |
Performed sensitivity analysis on the key assumptions such as revenue growth rate, weighted average cost of capital and terminal growth rate. Assessed the adequacy of the disclosures made in the standalone financial statements. |
||
|
2 |
Revenue Recognition- Cut Off The Company''s revenues are as disclosed in Note 23 of the standalone financial statements, arising from sale of products. The Company recognises revenues based on the terms and conditions of transactions, which vary with different customers. For sales transactions in a certain period around balance sheet date, it is essential to ensure whether the transfer of control of the goods by the Company to the customer has occurred before the balance sheet date or otherwise. Considering that there are significant volume of sales transactions close to the year end, involving material amounts and such revenue recognition is subject to whether transfer of control to the customers has occurred before the balance sheet date or otherwise, we consider the risk of revenue from sale of products being recognised in the incorrect period, a key audit matter. |
Principle audit procedures performed: (i) We evaluated the design and implementation of internal controls over recognition of revenue in the appropriate period in accordance with the Company''s accounting policy, including the management''s estimates around the average lead time taken to deliver the goods to various customer locations. On a sample basis, we tested the operating effectiveness of the internal control relating to determination of point in time at which the transfer of control of the goods occurs. (ii) On sample basis, we performed test of details of sales recorded close to the year-end through following procedures: ⢠Analysed the terms and conditions of the underlying contract with the customer ⢠Verified evidence for transfer of control of the goods prior to the balance sheet date or otherwise from relevant supporting documents. |
|
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit 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 including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity 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 Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2023 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given to us, based on a special resolution approved by the shareholders in the Annual General Meeting of the Company held on September 29, 2022, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There was a delay of 308 days in transferring Rs. 1.42 lakhs, required to be transferred to the Investor Education and Protection Fund by the Company (also refer Note 11 of the standalone financial statements).
iv. (a) The Management has represented that, to the
best of it''s knowledge and belief, as disclosed in note 42 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in note 42 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year,
declared and paid by the Company during the year
is in accordance with section 123 of the Act, as applicable.
As stated in note 13 to the standalone financial statements, the Company has neither declared nor proposed final dividend for the year.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.
2. As required by the Companies (Auditor''s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants (Firm''s Registration No. 117366W/W-100018)
(Shreedhar Ghanekar)
Place: Bengaluru Partner
Date: May 30, 2023 (Membership No. 210840)
SMG/PB/SFS/2023 (UDIN: 23210840BGXLHM8618)
Mar 31, 2018
1.0 Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of Triton Valves Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
2.0 Management''s Responsibility for the 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 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 Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3.0 Auditor''s Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
In conducting 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 and the Order issued under section 143(11) of the Act.
We conducted our audit of the Ind AS 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 Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the 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 Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
4.0 Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
5.0 Other Matters
The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated May 09, 2017 and May 20, 2016 respectively expressed an unmodified opinion on those financial statements, and have been restated to comply with Ind AS. Adjustments made to the previously issued said financial information prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS have been audited by us.
Our opinion on the Ind AS financial statements is not modified in respect of this matter.
6.0 Report on Other Legal and Regulatory Requirements
6.1. As required by Section 143(3) of the Act, based on our audit, 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
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, as amended, 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 Ind AS 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.
1.2 As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
1.0 Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Act")
We have audited the internal financial controls over financial reporting of Triton Valves Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
2.0 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 control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
3.0 Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting of the Company 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies 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 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
4.0 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
5.0 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.
6.0 Opinion
In our opinion, to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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.
Our opinion is not modified in respect of this matter.
(Referred to in paragraph 6.2 under âReport on Other Legal and Regulatory Requirements'' section 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) Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings, are held in the name of the Company as at the balance sheet date. Immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the confirmations directly received by us from lender.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) 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.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of providing guarantees. The Company has not granted any loans or made investments.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods & Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods & Service Tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.
(c) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax as on March 31, 2018 on account of disputes except the following:
|
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved (Rs.) |
Amount Unpaid (Rs.) |
|
Income Tax Act, 1961 |
In come Tax |
High Court of Karnataka |
AY 201011 |
23,27,115 |
23,27,115 |
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). In respect of term loans, the term loans have been applied by the Company during the year for the purposes for which they were raised.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, 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) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion 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 directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Deloitte Haskins & Sells LLP
Chartered Accountants
Firm''s Registration
No. 117366W/W-100018
S. Ganesh
Partner
Membership No. 204108
Place: Bengaluru
Date: May 04,2018
Mar 31, 2017
To
The Members ofTriton Valves Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Triton Valves Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, 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.
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 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 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 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 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 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. 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 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 March 31, 2017, of 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 "A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 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 March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in "Annexure B" and
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 financial statements Refer Note 27 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 had provided requisite disclosures in its financial statements as regards its holdings and dealings in Specified Bank Notes during November 08, 2016 to December 30, 2016, as defined in the Notification S.O 3407(E) dated the November 08, 2016 and it is in accordance with the books of accounts maintained by the company.
(i) In respect of the Company''s Fixed Assets:
(a) As per the information and explanation provided to us the company has maintained proper records showing full particulars, including quantitative and situation of fixed assets.
(b) The company has a regular programme of physical verification of all of its fixed assets, verified in a phased manner over a period of three years. In accordance, with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to size and nature of the company and nature of its assets.
(c) According to information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.
(ii) The company has conducted physical verification of Inventories at reasonable intervals and any material discrepancies noticed have been properly dealt in the books and accounts.
(iii) The Company has not granted any loans, secured or unsecured, to any company, firm, to any Limited Liability Partnership Firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 (âthe Act''). Accordingly, clauses (iii) (a) to (iii) (c) of paragraph 3(iii) of the Order is not applicable to the Company.
(iv) Based on our examination and according to the information and explanation given to us, there are no loans, investments, guarantees, and security given by the company that have been covered u/s 185 and 186 of the companies Act, 2013. Accordingly, clause (iv) of paragraph 3 of the order is not applicable to the company.
(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, related to the products manufactured 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) According to the information and explanations given to us and according to the records as produced and examined by us, in our opinion, the Company is regular in depositing with appropriate authorities the undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding statutory dues as at March 31, 2017 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of dispute except the following.
|
Statute |
Nature of Dues |
Forum where Dispute is pending |
Period to which the amount relates |
Amount involved (In Rupees) |
|
Income Tax Act |
Income Tax |
High court of Karnataka |
AY 201011 |
23,27,115/- |
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.
(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.
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Triton Valves Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the 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 control 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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
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 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 March 31, 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 Brahmayya & Co.,
Chartered Accountants
ICAI Firm Registration
No.000515S
G. Srinivas
Place: New Delhi Partner
Date: May 9, 2017 Membership No.086761
Mar 31, 2016
TO THE MEMBERS OF TRITON VALVES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of Triton Valves Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 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.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 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 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.
Auditorâs 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 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 disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs 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 Companyâs 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 qualified 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 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, of 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 (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure âAâ, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 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 March 31, 2016 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 controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in â Annexure Bâ and
g) With respect to the other matters to be included in the Auditorâs 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 Notes 27 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 âAâ to Independent Auditorsâ Report of Triton Valves Limited.
(i) In respect of the Companyâs Fixed Assets:
(a) As per the information and explanation provided to us the company has maintained proper records showing full particulars, including quantitative and situation of fixed assets.
(b) The company has a regular programme of physical verification of its fixed assets every year. In accordance with the programme, the management has conducted physical verification of fixed assets during the year and no material discrepancies noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to size and nature of the company and nature of its assets.
(c) According to information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company.
(ii) The company has conducted physical verification of Inventories at reasonable intervals and any material discrepancies noticed have been properly dealt in the books and accounts.
(iii) The Company has not granted any loans, secured or unsecured, to any company, firm, to any Limited Liability Partnership Firm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ). Accordingly clauses (iii) (a) to (iii) (c) of paragraph 3(iii) of the Order is not applicable to the Company.
(iv) Based on our examination and according to the information and explanation given to us, there are no loans, investments, guarantees, and security given by the company that have been covered u/s 185 and 186 of the companies Act, 2013. Accordingly, clause (iv) of paragraph 3 of the order is not applicable to the company.
(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, related to the products manufactured by the Company 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) According to the information and explanations given to us and according to the records as produced and examined by us, in our opinion, the Company is regular in depositing with appropriate authorities the undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues to the extent applicable to it. There are no arrears of outstanding statutory dues as at March 31, 2016 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of dispute except the following.
|
Statute |
Nature of Dues |
Forum where Dispute is pending |
Period to which the amount relates |
Amount involved (In Rupees) |
|
Income Tax Act |
Income Tax |
Income Tax appellate Tribunal (Bangalore) |
AY 2010-11 |
23,27,115/- |
(viii)According to the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to a financial institution or bank. The Company did not have any outstanding dues in respect of debenture holders during the year.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and according to the information and explanations given by the management and on an overall examination of the balance sheet, we report term loans were applied for the purposes for which those were raised.
(x) According to information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of the audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, we report that managerial remuneration has been paid /provided in accordance with the provisions of Sec 197 read with Schedule V to the Companies Act,2013.
(xii)In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
(xiii)According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv)According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him.
(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.
âAnnexure - Bâ to the Independent Auditorsâ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Triton Valves Limited (âthe Companyâ) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) 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 auditorâs judgment, including the assessment of the risks of material misstatement of the 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs 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 companyâs 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 companyâs 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 March 31, 2016, 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 Brahmayya & Co.,
Chartered Accountants
ICAI Firm Registration No.000515S
G. Srinivas
Place: Bengaluru Partner
Date: May 20 , 2016 Membership No.086761
Mar 31, 2014
1. We have audited the accompanying financial statements of Triton
Valves Limited (''the Company'') which comprise the Balance Sheet as at
March 31, 2014, 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
2. Management is responsible for 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 notified under the Companies Act, 1956 (''the Act'')
read with General Circular 8/2014 dated April 04, 2014, issued by the
Ministry of Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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.
4. 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 control relevant to the
Company''s preparation and fair presentation of the financial statements
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 management, as well as evaluating the overall
presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) ("the Order") issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the Order.
8. As required by section 227(3) of the Act, we report that:
(a) we have 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 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 Balance Sheet, the Statement of the Profit and
Loss and the Cash Flow Statement comply with the Accounting Standards
notified under the Companies Act, 1956 read with General Circular
8/2014 dated April 04, 2014, issued by the Ministry of Corporate
Affairs; and
(e) On the basis of written representations received from the Directors
as on March 31, 2014, and taken on record by the Board of Directors,
None of the Directors is disqualified as on March 31, 2014, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956.
Annexure to the Independent Auditors'' report Referred to in paragraph 7
of our report of even date to the Members of Triton Valves Limited
(''the Company'') for the year ended March 31, 2014
i) (a) As per the information and explanation provided to us the
Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the company and the nature of its assets.
Pursuant to the programme, portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed.
(.c) During the year, the Company has not disposed off its substantial
part of fixed assets.
ii) (a) The inventory has been physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Act. Accordingly, clauses (iii)(b) to
(iii)(d) of paragraph 4 of the order are not applicable to the Company.
(b) The Company has taken loans from Companies, Firms or other parties
listed in the Register maintained under Section 301 of the Act and the
terms at which the loans were taken are prima facie not prejudicial to
the interest of the Company. No stipulations for repayment have been
prescribed and as such no comments regarding regularity of payments are
being made:
Details of Unsecured Loans taken from Parties Listed in the Register
Maintained U/s 301:
Sl. Loan Accepted
during Maximum amount Balance as at
Name of the Party
No. the year outstanding
during the year 31st March,2014
1 Aditya M Gokarn 10,00,000 10,00,000 10,00,000
2 Anuradha M Gokarn 60,00,000 3,10,00,000 3,10,00,000
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the provided by the management, we are of the opinion
that the transactions that need to be entered into the register
maintained under Section 301 of the Act, have been so entered.
vi) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Act, exceeding the value of rupees five lakh in respect of each
party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
vii) (a) Based on the audit procedures applied by us and according to
the information and explanations provided by the management, we are of
the opinion that the transactions that need to be entered into the
register maintained under Section 301 of the Act, have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the Act, exceeding the value of rupees five lakh in respect of each
party during the year have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.
viii) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Act, 1956 and the rules
framed there under.
ix) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
x) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of Cost records has been
prescribed under clause (d) of sub section (1) of Section 209 of the
Act, and 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 records with a view to determine whether they
are accurate or complete.
xi) (a) According to the information and explanations given to us and
records of the Company examined by us, in our opinion, the Company is
generally regular in depositing with appropriate authorities the
undisputed statutory dues including Provident fund, Investor Education
and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
statutory dues to the extent applicable to it. There are no arrears of
outstanding statutory dues as at March 31, 2014 for a period of more
than six months from the date they become payable.
(b) According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess
which have not been deposited on account of dispute except the
following:
Name of the
Statue Nature of
the dues Amount in (Rs.) Period to which Forum where
dispute
the amount
relates is pending
Commission
-er of
Income tax
Act, 1961 Income-tax 23,27,115/- 2010-11 Income Tax
 Appeals (III)
xii) The Company does not have accumulated losses as at March 31, 2014
and has not incurred any cash losses during the financial year covered
by our Audit or in the immediately preceding financial year.
xiii) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks. The Company
has no dues to Financial Institutions at the balance sheet date and the
Company has not issued any Debentures.
xiv) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly
clause (xii) of Paragraph 4 of the Order is not applicable to the
Company.
xv) In our opinion, the Company is not a Chit Fund / Nidhi / Mutual
Benefit Fund / Society. Accordingly Clause (xiii) of Paragraph 4 of the
Order is not applicable to the Company.
xvi) In our opinion and according to explanations given to us, the
Company is not a dealer or a trader in Securities. Accordingly Clause
(xiv) of the Paragraph 4 of the Order is not applicable to the Company.
xvii) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly Clause (xv) of Paragraph 4 of
the Order is not applicable to the Company.
xviii) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xix) Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we report that
fund raised on short-term basis have prima facie not been used during
the year for long-term investment.
xx) The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Act, during the year. Accordingly clause (xviii) of the
paragraph 4 of the order is not applicable.
xxi) The Company has not issued debentures during the year. Accordingly
Clause (xix) of Paragraph 4 of the Order is not applicable to the
Company.
xxii) During the year the Company has not raised any money by Public
issue during the period. Accordingly clause (xx) of the paragraph 4 of
the order is not applicable
xxiii) Based on 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, no material fraud on or by the Company has been noticed or
reported during course of our audit.
For Brahmayya & Co.,
Chartered AccountantsICAI Firm''s
Registration No.000515S
G. Srinivas
Partner
Membership No.086761
Place : Bengaluru
Date : May 30, 2014
Mar 31, 2013
1. We have audited the accompanying financial statements of Triton
Valves Limited (the company) which comprise the Balance Sheet as at
31st March 2013, 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
2. Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal control 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.
Auditors'' Responsibility
3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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.
4. 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 control relevant to the
Company''s preparation and fair presentation of the financial
statements 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 management, as well as evaluating the
overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
6. In our opinion and to the best of our information and according to
the explanations given to us, the 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
7. As required by the Companies (Auditor''s Report) Order, 2003 (as
amended) ("the Order") issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the Order.
8. As required by section 227(3) of theAct, we report that:
(a) we have 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 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 Balance Sheet, the Statement of the Profit and
Loss and the Cash Flow Statement comply with the Accounting Standards
referred to in sub-section (3C) of Section 211 of the Companies Act,
1956; and
(e) on the basis of written representations received from the Directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2013, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
Section 274 of the CompaniesAct, 1956.
Annexure to Independent Auditors'' Report
Referred to in paragraph 7 of our report of even date to the
Shareholders of Triton Valves Limited (''the Company'') for the year
ended 31st March, 2013.
i) (a) As per the information and explanation provided to us the
Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the company and the nature of its assets.
Pursuant to the programme, portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies between the book records and the physical inventory have
been noticed..
(c) During the Year the Company has not disposed off its substantial
part of fixed assets.
ii) (a) The inventory has been physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Accordingly, clauses
(iii)(b) to (iii)(d) of paragraph 4 of the order are not applicable to
the Company.
(b) The Company has taken loans from Companies, Firms or other parties
listed in the Register maintained under Section 301 of the Companies
Act, 1956 and the terms at which the loans were taken are prima facie
not prejudicial to the interest of the Company. No stipulations for
repayment havebeen prescribed and as such no comments regarding
regularity of payments are being made:
Details of Unsecured Loans taken from Parties Listed in the Register
Maintained U/s 301:
Sl.
No. Name of the
Party Loan Accepted
during Maximum
amount Balance As At
the year outstanding
during the
year 31st March, 2013
1 Aditya M. Gokarn - 60,00,000 -
2 Anuradha M. Gokarn 1,10,00,000 2,50,00,000 2,50,00,000
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 of theCompaniesAct 1956, have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under Section 301 of
the CompaniesAct, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of Cost records has been
prescribed under clause (d) of subsection (1) of Section 209 of the
CompaniesAct, 1956, and 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 records with a view to
determine whether they are accurate or complete.
ix) (a) According to the information and explanations given to us and
records of the Company examined by us, in our opinion, the Company is
generally regular in depositing with appropriate authorities the
undisputed statutory dues including provident fund, investor education
and protection fund, employees'' state insurance, income tax, sales tax,
wealth tax, service tax, custom duty, excise duty, cess and other
statutory dues to the extent applicable to it. There are no arrears of
outstanding statutory dues as at 31st March 2013 for a period of more
than six months from the date they become payable.
(b) According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty/Cess
which have not been deposited on account of dispute except the
following:
Name of the
Statue Nature of
the dues Amount
in (Rs.) Period to
which Forum where
dispute
the amount
relates is pending
Income tax
Act, 1961 Income-tax 23,27,115/- 2010-11 Commissioner of
Income Tax -
Appeals (III)
x) The Company does not have accumulated losses as at 31st March 2013
and has not incurred any cash losses during the financial year covered
by ourAudit or in the immediately preceding financial year.
xi) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks. The Company
has no dues to Financial Institutions at the balance sheet date and the
Company has not issued any Debentures.
xii) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities. Accordingly
clause (xii) of Paragraph 4 of the Order is not applicable to the
Company.
xiii) In our opinion, the Company is not a Chit Fund / Nidhi / Mutual
Benefit Fund / Society. Accordingly Clause (xiii) of Paragraph 4 of the
Order is not applicable to the Company.
xiv) In our opinion and according to explanations given to us, the
Company is not a dealer or a trader in Securities. Accordingly Clause
(xiv) of the Paragraph 4 of the Order is not applicable to the Company.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Accordingly Clause (xv) of Paragraph 4 of
the Order is not applicable to the Company.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company, we report that
funds amounting to Rs.77,42,240 /- raised on short term basis have been
used for long-term investment representing acquisition of fixed assets
and repayment of long-term loan.
xviii) The Company has not made any preferential allotment of shares to
parties and companies covered in the Register maintained under Section
301 of the Companies Act, 1956 during the year. Accordingly clause
(xviii) of the paragraph 4 of the order is not applicable.
xix) The Company has not issued debentures during the year. Accordingly
Clause (xix) of Paragraph 4 of the Order is not applicable to the
Company.
xx) During the year the Company has not raised any money by Public
issue during the period. Accordingly clause (xx) of the paragraph 4 of
the order is not applicable
xxi) Based on 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, no material fraud on or by the Company has been noticed or
reported during course of our audit.
For Brahmayya & Co.,
Chartered Accountants
Firm Registration No. 000515S
G. Srinivas
Place : Bangalore Partner
Date: 29th May 2013 Membership No. 086761
Mar 31, 2012
1) We have audited the attached Balance sheet of Triton Valves Limited
('the Company') as at 31 March, 2012, the Statement of Profit and
Loss and the Cash flow statement of the Company for the year ended on
that date, annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2) We have conducted our audit in accordance with the auditing
standards generally accepted in India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test base, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3) As required by the Companies (Auditor's Report) Order, 2003 (as
amended) ('the Order') issued by the Central Government of India in
terms of Sub-section (4A) of Section 227 of the Companies Act, 1956
('the Act'), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4) Further to our comments in the Annexure referred to in paragraph 3
above, we report as follows:
a) we have 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 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 Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in Sub-section (3C), of Section 211 of
the Act;
e) on the basis of written representations received from the Directors,
as at 31 March, 2012 and taken on record by the Board of Directors, we
report that none of the Directors is disqualified as at 31 March, 2012
from being appointed as a Director in terms of section 274(1 )(g) of
the Act;
f) in our opinion and to the best of our information and according to
the explanations given to us, the accounts read with the notes thereon
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:
i) in the case of the Balance Sheet, of the State of Affairs of the
Company as at 31 March, 2012;
ii) in the case of the Statement of Profit and Loss, of the Profit of
the Company for the year ended on that date; and
iii) in the case of Cash Flow statement, of the Cash Flows of the
Company for the year ended on the date.
ANNEXURE TO THE AUDITORS' REPORT
Referred to in paragraph 3 of our report of even date to the Members of
Triton Valves Limited ('the Company') for the year ended 31 March,
2012.
i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All the fixed assets have been physically verified by the
Management during the year as per the programme of verification which,
in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. As informed, no material discrepancies
were noticed on such verification.
(c) There was no substantial disposal of fixed assets during the year.
ii) (a) The inventory has been physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not given any loans, secured or unsecured, to
any company, firm or other parties listed in the Register maintained
under Section 301 of the Act. Accordingly, clauses (iii) (b), (iii)
(c) and (iii) (d) of paragraph 4 of the Order are not applicable for
the year.
(b) The Company has taken loans from companies, firms or other parties
listed in the Register maintained under section 301 of the Companies
Act, 1956. The total amount outstanding as at year end was
Rs.2,00,00,000. The rate of interest and the terms and conditions on
which the said loans are taken is not prima facie prejudicial to the
interests of the Company. No stipulations for repayment have been
prescribed and as such no comments regarding regularity of payments are
being made.
iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets and for the sale of goods and
services. Further During the course of our audit, we have not observed
any major weakness or continuing failure to correct any major weakness
in the aforesaid internal control system.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 of the Companies Act 1956, have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) The Company has not accepted any deposits from the public; as such
the provisions of sections 58A and 58AAof the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
viii) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of Cost records has been
prescribed under clause (d) of sub section (1), of section 209 of the
Companies Act, 1956, and 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 records with a view to
determine whether they are accurate or complete.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, in our
opinion, the Company is regular in depositing with appropriate
authorities the undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Cess and other statutory dues to the extent applicable to it.
There are no arrears of outstanding statutory dues as at 31 March, 2012
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income-tax, Sales- tax, Service Tax, Customs duty,
Wealth-tax, Excise duty, Cess which have not been deposited on account
of any dispute.
x) The Company does not have accumulated losses as at 31st March, 2012
and has not incurred any cash losses during the financial year covered
by our Audit or in the immediately preceding financial year.
xi) Based on our audit procedures and as per the information and
explanations given by the Management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or banks. The Company did not have any outstanding dues to
any Debenture holders during the year.
xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities. Accordingly
paragraph 4 (xii) of the order is not applicable.
xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Accordingly, paragraph 4(xiii)(a) to
4(xiii)(d) of the Order are not applicable to the Company.
xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly,
paragraph 4(xiv) of the Order is not applicable.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or other financial institution. Accordingly, paragraph 4 (xv) of
the order is not applicable.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
xviii) The Company has not made any preferential allotment of shares to
parties or companies covered in the Register maintained under Section
301 of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the
order is not applicable.
xix) The Company did not have any outstanding debentures during the
year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the Management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For Brahmayya & Co.,
Chartered Accountants
Firm Registration No.000515S
G. Srinivas
Place : Bangalore Partner
Date : 18th May, 2012 Membership No. 086761
Mar 31, 2011
We have audited the attached Balance sheet of M/s. Triton Valves
Limited (the Company) as at 31st March 2011, Profit and Loss Account
and also the Cash Flow statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys Management. Our responsibility is to express an opinion
on these financial statements based on our audit.
1. We have conducted our audit in accordance with auditing standards
generally accepted in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub section (4A) of
Section 227 of the Companies Act, 1956 and based on such checks as we
considered appropriate and according to the information and
explanations given to us, we state our comments on the matters
specified in paragraphs 4 and 5 of the said order in the Annexure
enclosed.
3. Further to our comments in the Annexure referred to above, we
report that:
a. We have 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 appears from our examination of the
books;
c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
e. On the basis of written representations received from the
Directors, as on 31st March, 2011 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st March, 2011 from being appointed as a Director in terms of
clause(g) of sub-section(1) of section 274 of the Companies Act, 1956,
and
f. In our opinion and to the best of our information and according to
the explanations given to us, the accounts read with the notes thereon
give the information required by the Companies Act, 1956, in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the State of Affairs of the
Company as at 31st March, 2011;
(ii) In the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
(iii)ln the case of Cash Flow Statement, of the Cash Flow for the year
ended on the date.
ANNEXURE TO THE AUDITORS REPORT
Referred to in paragraph 2 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) All the assets have been physically verified by the management
during the year as per 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) During the year, in our opinion, the Company has not disposed off
any major part of fixed assets and there by does not affects the going
concern status of the Company.
ii) (a) The inventory has been physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans secured or unsecured, to
Companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956. As the Company has not
granted any loans, secured or unsecured, to parties listed in the
Register maintained under section 301 of the Companies Act, 1956,
paragraphs (iii)(b),(c) and (d) of the Order, are not applicable.
(b) The Company has not taken any loans secured or unsecured, from
companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956. As the Company has not
taken any loans, secured or unsecured, from parties listed in the
Register maintained under section 301 of the Companies Act, 1956,
paragraphs (iii)(f) and (g) of the Order, are not applicable.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the Management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 of the companies Act 1956, have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) The Central Government has not prescribed the maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956, for any
of the products of the Company.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, In our
opinion, the Company is generally regular in depositing with
appropriate authorities the undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty, Cess and other statutory dues to the extent
applicable to it. There are no arrears of outstanding statutory dues as
at 31st March, 2011 for a period of more than six months from the date
they became payable.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty/ Cess
which have not been deposited on account of dispute except the
following;
Name of Nature of Amount in Period to which Forum where
the Statue the dues (Rs.) the amount dispute is
relates pending
Income tax Income-tax 11,98,839/- 2008-09 Commissioner
of Income
Act, 1961 Tax-Appeals
(III)
x) The Company does not have accumulated losses as at 31st March, 2011
and has not incurred any cash losses during the financial year covered
by our Audit or in the immediately preceding financial year.
xi) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks. The Company
has no dues to Financial Institutions and banks at the balance sheet
date and the Company has not issued any Debentures.
xii) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
xiii) The provisions of any special statute applicable to Chit Fund /
Nidhi / Mutual Benefit Fund / Societies are not applicable to the
Company.
xiv) In our opinion and according to explanations given to us, the
Company is not a dealer or a trader in Securities.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) Based on the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, in our
opinion, there are no funds raised on short term basis which have been
used for long term purposes.
xviii) The Company has made preferential allotment of shares to parties
and Companies covered in the Register maintained under section 301 of
the Companies Act, 1956 during the year and the price at which the
company has made an allotment which is prima-facie not prejudicial to
the interest of the company.
xix) The Company has not issued debentures during the year and
therefore paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year and therefore paragraph 4 (xx) of the Order is not applicable.
xxi) 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
explanation given to us, we have neither come across any instance of
the fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the Management.
For Brahmayya & Co.,
Chartered Accountants
Firm Registration No. 000515S
G. Srinivas
Partner
Membership No. 086761
Place : Bangalore
Date : 26th May, 2011
Mar 31, 2010
We have audited the attached Balance sheet of M/s. TRITON VALVES
LIMITED (the Company) as at 31st March 2010, Profit and Loss Account
and also the cash flow statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
1. We have conducted our audit in accordance with auditing standards
generally accepted in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
2. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub section (4A) of
Section 227 of the Companies Act, 1956 and based on such checks as we
considered appropriate and according to the information and
explanations given to us, we state our comments on the matters
specified in paragraphs 4 and 5 of the said order in the Annexure
enclosed.
3. Further to our comments in the Annexure referred to above, we
report that:
a. We have 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 appears from our examination of the
books;
c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
e. On the basis of written representations received from the
Directors, as on 31st March, 2010 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st March, 2010 from being appointed as a Director in terms of
clause(g) of sub-section(1) of section 274 of the Companies Act. 1956
and
f. In our opinion and to the best of our information and according to
the explanations given to us, the accounts read with the notes thereon
give the information required by the Companies Act, 1956, in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i In the case of the Balance Sheet, of the State of Affairs of the
Company as at 31st March, 2010:
ii In the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
iii In the case of Cash Flow Statement, of the Cash Flow for the year
ended on the date.
Annexure to Auditors Report Referred to in paragraph 3 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) All the assets have been physically verified by the management
during the year as per 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) During the year, in our opinion, the Company has not disposed off
any major part of fixed assets and there by does not affect the going
concern status of the Company.
ii) (a) The inventory has been physically verified by the management.
In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material and have been
properly dealt within the books of accounts.
iii) (a) The Company has not granted any loans secured or unsecured, to
Companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956. As the Company has not
granted any loans, secured or unsecured, to parties listed in the
Register maintained under section 301 of the Companies Act, 1956,
paragraphs (iii)(b),(c)and (d) of the Order, are not applicable.
(b) The Company has not taken any loans secured or unsecured, from
companies, firms or other parties listed in the Register maintained
under section 301 of the Companies Act, 1956. As the Company has not
taken any loans, secured or unsecured, from parties listed in the
Register maintained under section 301 of the Companies Act, 1956,
paragraphs (iii)(f) and (g) of the Order, are not applicable.
iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. Further, on the basis of our examination,
and according to the information and explanations given to us, we have
neither come across nor have we been informed of any instance of major
weakness in the aforesaid internal control systems.
v) (a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 of the companies Act 1956, have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the Register maintained under section 301 of
the Companies Act, 1956 exceeding the value of rupees five lakh in
respect of each party during the year have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.
vi) According to the information and explanations given to us, the
Company has not accepted any deposits from the public; as such the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975, do not apply.
vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii) We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of Cost records has been
prescribed under clause (d) of sub section (1), of section 209 of the
Companies Act, 1956, and 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 records with a view to
determine whether they are accurate or complete.
ix) (a) According to the information and explanations given to us and
according to the records as produced and examined by us, In our
opinion, the Company is regular in depositing with appropriate
authorities the undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and other statutory dues to the extent applicable to it.
There are no arrears of outstanding statutory dues as at 31st March,
2010 for a period of more than six months from the date they became
payable.
Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441 A of the Companies Act, 1956,
we are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.
(b) According to the records of the Company and information and
explanations given to us, there are no dues in respect of Sales Tax,
Income Tax, Customs Duty, Wealth Tax, Service Tax,Excise Duty/Cess
which have not been deposited on account of dispute except the
following;
Name of Nature of Amount in Period to which
the Statue the dues (Rs.) the amount relates
Income Tax Income Tax 13,03,103/- 2005-06
Act, 1961
Income Tax Income Tax 18,68,697/- 2006-07
Act, 1961
Name of the Forum where dispute is
Statue pending
Income Tax
Act, 1961 Commissioner of Income
Tax (Appeals - III)
Income Tax
Act, 1961 Commissioner of Income
Tax ( Appeals III )
x) The Company does not have accumulated losses as at 31stMarch, 2010
and has not incurred any cash losses during the financial year covered
by our Audit or in the immediately preceding financial year.
xi) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks. The Company
has no dues to Financial Institutions and banks at the balance sheet
date and the Company has not issued any Debentures.
xii) According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
xiii) The provisions of any special statute applicable to Chit Fund /
Nidhi / Mutual Benefit Fund / Societies are not applicable to the
Company.
xiv) In our opinion and according to explanations given to us, the
Company is not a dealer or a trader in Securities.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.
xvii) Based on the information and explanations given to us and an
overall examination of the Balance Sheet of the Company, In our
opinion, there are no funds raised on short term basis which have been
used for long term investment and vice-versa.
xviii) The Company has not made any preferential allotment of shares to
parties and Companies covered in the Register maintained under section
301 of the Companies Act, 1956 during the year and therefore paragraph
4 Clause (xviii) of the order is not applicable to the Company.
xix) The Company has not issued debentures during the year and
therefore paragraph 4 (xix) of the Order is not applicable.
xx) The Company has not raised any money by public issues during the
year and therefore paragraph 4 (xx) of the Order is not applicable.
xxi) 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
explanation given to us, we have neither come across any instance of
the fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For Brahmayya & Co.,
Firms Reg No.:0005155
Chartered Accountants
G. Srinivas
Place: Bangalore Partner
Date: 14th May 2010 Membership No. 086761
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