1. We have audited the accompanying standalone financial statements of
TVS Motor Company Limited, Chennai (''the Company''), which comprises the
Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss
and the 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. The Company''s Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (the Act) with
respect to the preparation of these Standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with 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.
3. 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.
4. Our responsibility is to express an opinion on these Standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing 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.
5. An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. 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.
6. 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.
7. 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, of the state of affairs of the Company as
at 31st March 2015, and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
8. 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, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the said
Order, to the extent applicable.
9. As required by Section 143(3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
(b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
(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 Standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) on the basis of written representations received from the directors
as on 31 March 2015, and taken on record by the Board of Directors,
none of the directors are disqualified as on 31 March 2015, from being
appointed as a director in terms of Section 164 (2) of the Act; and
(f) With respect to 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 explanations given to us:
i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 12(a) 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 - Refer Note 2 to the financial statements.
iii. there have been no delays in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
Annexure referred to in our report of even date on the accounts for the
year ended 31st March 2015
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) The Company has a regular program of physically verifying all the
fixed assets at its plants/ offices in a phased manner over a period of
2 years, which in our opinion is reasonable having regard to the size
of the Company and the nature of its assets. No material discrepancies
as compared to book records were noticed on such verification.
(ii) (a) The inventories have been physically verified by the
management during the year. In our opinion, the frequency of physical
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures for physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(c) In our opinion, the Company has maintained proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book stocks were not material and have been
properly dealt with in the books of account.
(iii) The Company has granted unsecured loans to companies covered in
the register maintained under Section 189 of the Companies Act 2013,
the recovery of principal and interest thereon, wherever stipulated, is
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanation that some of the items
are of special nature and suitable alternative sources are not
available for obtaining comparable quotation, there are adequate
internal control procedures commensurate with the size of the Company
and the nature of its business, with regard to purchase of inventory,
fixed assets and for the sale of goods and services. During the course
of our audit, we have not observed any continuing failure to correct
major weaknesses in the internal control system.
(v) According to the information and explanations given to us, the
Company has not accepted any deposits from the public. Therefore, the
provisions of clause (v) of the para 3 of the Order are not applicable
to the Company.
(vi) The Central Government has not prescribed maintenance of cost
records under Section 148(1) of the Companies Act, 2013 read with the
Companies (cost records and audit) Rules 2014, for any of the products
manufactured / services rendered by the Company.
(vii) (a) According to the records of the Company, the Company is
generally regular in depositing undisputed statutory dues payable
including Provident Fund, Employees'' State Insurance, Income Tax, Sales
Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added
Tax and Cess and other statutory dues with the appropriate authorities.
(b) According to the information and explanations given to us and the
records of the Company, the dues of sales tax / income-tax / customs
duty / wealth tax / service tax / excise duty /value added tax/ cess
which have not been deposited on account of any dispute are as follows:
Name of the Statute/ Period Amount Forum where
(Nature of dues) of dues (Rs. in Cr) dispute is pending
Central Excise and
1986-2015 42.96 Service Tax Appellate
Central Excise Assistant/Deputy/
Act, 1944 2005-2014 2.08 Commissioner of Central
(Cenvat/Excise Duty) Excise, Hosur and Mysore
Hon''ble High Court of
2008-2010 0.07 Karnataka
2005-2014 10.11 Hon''ble Supreme Court
1999-2014 4.63 Commissioner of Central
Finance Act, 1994 Excise, Hosur and Mysore
(Service Tax) Central Exciseand Service
2005- 2006 0.22 Tax Appellate Tribunal,
2011-2012 0.09 Commissioner of Central
Customs Act, 1962 Excise, Hosur and Mysore
1999-2001 1.87 Hon''ble High Court of
Judicature at Madras
1998-2014 0.90 Department Authorities
Sales Tax / VAT Laws 1998-2013 0.37 Tribunals
(Sales Tax) Hon''ble High Court of
2006-2012 0.05 Orissa
Income Tax Act, 1961
(|ncome Tax and 2009-2010 87.31 Commissioner of Income
Interest thereon) Tax (Appeals)
(c) According to the information and explanations given to us, the
amount required to be transferred to the investor education and
protection fund in accordance with the relevant provisions of the
Companies Act 1956 and rules made thereunder have been transferred by
the Company to the fund within time.
(viii) The Company does not have any accumulated losses at the end of
the financial year. The Company has not incurred any cash losses during
the financial year covered by our audit and in the immediately
preceding financial year.
(ix) On the basis of verification of records and according to the
information and explanations given to us, the Company has not defaulted
in repayment of dues to Financial Institutions/Banks. The Company has
not raised any monies against issue of debentures.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of guarantees given by the
Company for loans taken by others from banks or financial institutions
are not prejudicial to the interest of the Company.
(xi) In our opinion, the term loans availed by the Company have been
applied for the purpose for which they were obtained.
(xii) 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 to us by the Management, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.
For V. Sankar Aiyar & Co
Firm Regn. No.: 109208W
Place: Bengaluru Partner
Date : 29th April 2015 Membership No.: 34319