Subsidiary Promoter Key
Company Management Personnel a) Transactions during the year
i) Sales and services
Tata Steel Limited 17,608.62
23,467.08 ii) Purchase of raw materials
Tata Steel Limited 1,706.76
1,610.59 iii) Payment towards various services obtained
Tata Steel Limited 406.37
247.60 iv) Lease rent paid
Tata Steel Limited 50.17
49.92 v) Expenses/Overhead charged (including rent)
YORK Transport Equipment (Asia) Pte Ltd. 104.74
27.19
Dutch Lanka Trailer Manufacturers Limited 22.48
13.88
Hewitt Robins International Ltd. 4.36
7.21
Adhithya Automotive Application Pvt Ltd 3.67
3.64 vi) Interest income on advances given
TRF Singapore Pte Ltd. -
43.94 vii) Commission income on corporate guarantee
given to subsidiary
Dutch Lanka Trailer Manufacturers Limited 4.77
9.89
YORK Transport Equipment (Asia) Pte Ltd. 57.21
87.55
TRF Singapore Pte Ltd. -
71.03 viii) Investment in subsidiary
TRF Singapore Pte Ltd. -
7,829.16 (Investment in TRF Singapore Pte. Ltd.
17,839,324 shares, face value of SGD 1 each)
Notes forming part of the financial statements
for the year ended 31st March, 201529.09 Related party disclosures: (Contd.) Rs. lac
Subsidiary Promoter Key
Company Management Personnel a) Transactions during the year
ix) Sale of non-current investments §
Kalimati Investments Limited -
3,206.25 x) Dividend Received
TRF Holdings Pte Ltd. 996.32
- xiii) Remuneration paid
Mr. Sudhir L Deoras 120.00
118.29 §
Kalimati Investments Limited, a wholly owned subsidiary of Tata Steel Limited was merged with effect from 1 January, 2013 vide order dated 4 April, 2014 by the High Court of Bombay.
b) Balances as on March 31, 2015
i) Guarantee given by the Company on behalf of subsidiary companies
YORK Transport Equipment (Asia) USD 18,000,000 11,284.34
Pte Ltd. USD 22,500,000 13,544.96
Dutch Lanka Trailer Manufacturers USD 1,500,000 940.36
Limited USD 1,500,000 903.00
ii) Receivables
Tata Steel Limited (Net of advances) 2,731.45
3,834.67 YORK Transport Equipment (asia) Pte. Ltd. 161.95
98.29 Dutch Lanka Trailer Manufacturers Limited 108.96 79.27
TRF Singapore Pte Ltd. 855.35
856.15
Hewitt Robins International Ltd. 57.00
19.47
Adhithya Automotive Application Pvt Ltd. 17.51
13.84
TRF Holdings Pte Limited 1.51
1.51
Notes forming part of the financial statements
for the year ended 31st March, 201529.09 Related party disclosures: (Contd.) Rs. lac
Subsidiary Promoter Key
Company Management Personnel b) Balances as on March31, 2015
iii) Claims against the Company not acknowledged
as debt Tata Steel Limited (Net of advances) 210.80
187.38 iv) Payables
Tata Steel Limited 522.89
193.60
Hewitt Robins International Ltd. 70.07
-
29.10 Previous year's figures have been regrouped/reclasified where necessary to correspond with the current year's classification/disclosure.
For and on behalf of the Board of Directors
SUBODH BHARGAVA SUDHIR L. DEORAS
Chairman Managing Director
P. S. REDDY MANI KUMAR JHA
Dy. Managing Director Chief, Finance & Accounts TARUN KR. SRIVASTAVA
Company Secretary
Place : Kolkata Date : August 14, 2015
Notes forming part of the financial statements
for the year ended 31st March, 2015INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF
TRF LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of TRF LIMITED(hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”),its jointly controlled entities, comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as“the consolidated financial statements”).
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”)that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.
Basis of Qualified Opinion
The recoverable amount of the cash generating unit which includes goodwill on consolidation of Rs. 6,021.14 lacs, in respect of one subsidiary company, has been estimated based on future cash flow projections. We have been unable to obtain sufficient audit evidence to satisfy ourselves on the reasonableness of the assumptions made to estimate the future cash flow projections and consequently, we are unable to determine whether any adjustment is necessary to the carrying amount of the goodwill.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated 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 consolidated state of affairs of the Group, its jointly controlled entities as at 31st March, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date.
Emphasis of matters
(i) We draw attention to Note No. 2.10 (ii) of the standalone financial statements, with respect to total contract cost being ascertained based on the contract costs incurred and cost to completion of contracts which is arrived at by the management based on current technical data, forecast and estimate of net expenditure to be incurred in future based on current cost. Owing to the technical nature of the contracts, we have relied on the management estimates relating to the technical aspects/components and other technical inputs/matters considered in the determination of expected cost to completion of the contracts. Further, contract costs have been estimated by management with use of external project consulting experts and on the basis of purchase orders or future firm commitments which management has confirmed are enforceable over the period of contracts.
(ii) We draw attention to footnote under Note No. 17 with respect to retention moneys receivable Rs. 27,639.92 lacs shown under trade receivables which are realisable on the completion of the performance guarantee tests as per the terms of the contract.
(iii) We draw attention to Note No. 28.04 which indicates that the accompanying financial statements for the year ended March 31, 2015 have been prepared assuming that the group will continue as a going concern.The group has incurred losses of Rs. 6.498.34 lacs during the year ended March 31, 2015 and the accumulated losses as on that date, amounting to Rs. 17,411.31 lacs, has eroded the net worth of the Company. The group continuing as
going concern is dependent on the group's ability to successfully complete existing contracts and generate cash flows from operations including realisation of retention receivable to be able to meet its obligations as and when they arise in the twelve month period from the date of these financial statements.
Our report is not modified on the above matters.
Other Matters
We did not audit the financial statements of five subsidiaries and a jointly controlled entity whose financial statements reflect total assets (net) of Rs. 52,160.39 Lacs as at 31st March, 2015, total revenues of Rs. 47,496.41 Lacs and net cash inflows amounting to Rs. 2,208.65 Lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entity and our report in terms of sub-sections(3)and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and jointly controlled entity, is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors' reports of the Holding company, subsidiary companies and jointly controlled company incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required bySection143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and, except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated 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) The matter described in the Basis for Qualified Opinion and the going concern matters described in sub-paragraph (iii) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.
f ) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies and jointly controlled company incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.
g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
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 Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group- Refer Note No. 28.01 to 28.03 to the consolidated financial statements.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note No. 8 to the consolidated financial statements in respect of such items as it relates to the Group and its jointly controlled company incorporated in India.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company or any of its subsidiaries and jointly controlled company incorporated in India.
For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No. 302009E)
Abhijit Bandyopadhyay (Partner) (Membership No. 054785) Kolkata, August 14, 2015