1. We have audited the accompanying standalone financial statements of
TVS Motor Company Limited, Chennai (''the Company''), which comprises the
Balance Sheet as at 31st March 2016, the Statement of Profit and Loss,
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 Standalone 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. 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 2016, 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, 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 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
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
(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 31st March 2016, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2016, from being
appointed as a director in terms of Section 164 (2) of the Act;
(f) with respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in Annexure B; and
(g) with respect to the other matters to be included in the Auditors''
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to explanations give to us:
i. the Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note No. XXIII
[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 No. XXIII  to the financial statements.
iii. there has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) The Company has a regular programme 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
(c) According to the 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 inventories have been physically verified by the management
during the year.
In our opinion, the frequency of physical verification is reasonable.
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 Act, in respect of
which:- a) The terms and conditions of the grant of such loans were, in
our opinion, prima facie, not prejudicial to the Company''s interest.
b) The schedule of repayment of principal and payment of interest has
been stipulated; the receipt of interest is regular.
c) The amount is not overdue.
(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Section
185 and 186 of the Act in respect of grant of loans, making investments
and providing guarantees and securities, as applicable.
(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 prescribed the maintenance of cost
records under Section 148 (1) of the Act in respect of certain products
manufactured by the Company. 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 Act and are the opinion that, prima facie, the prescribed
accounts and records have been made and maintained.
(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 material statutory dues with the appropriate
authorities. According to the information and explanations given to us,
no undisputed amounts payable in respect of Income Tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in
arrears as at 31st March 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 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
1998-2015 29.95 Service Tax
Central Excise Tribunal, Chennai
(Cenvat/Excise Duty) Assistant / Deputy /
2009-2015 16.15 Commissioner of
Excise, Hosur and
Assistant / Deputy /
1999-2011 3.60 Commissioner of
Finance Act, 1994
Excise, Hosur and
Central Excise and
2002-2014 1.46 Tax Appellate
Chennai / Bangalore
Assistant / Deputy /
2011-2012 0.09 Commissioner of
Customs Act, 1962
Excise, Hosur and
Hon''ble High Court of
Judicature at Madras
1998-2014 0.87 Department
Sales Tax / 2004-2005 0.04
(Sales Tax) 1998-2013 0.33 Tribunals
Hon''ble High Court of
Income Tax Act, 1961 2007-2016 7.89 Department
Wealth Tax Act, 1957 2007-2009 0.98 *Commissioner Appeal
* The Company is in the process of filing appeal.
(viii) 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 loans or borrowings to Financial Institutions / Banks.
The Company has not raised any monies against issue of debentures.
(ix) In our opinion and according to the information and explanations
given to us, the term loans availed by the Company have been applied
for the purpose for which they were obtained. The Company has not
raised monies by way of initial public offer or further public offer
(including debt instruments) during the year.
(x) 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 by the Company and no 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/ provided managerial remuneration in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
(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 188 and Section
177 of the Act, where applicable, for all transactions with the related
parties and the details of related party transactions have been
disclosed in the financial statements as required by the applicable
(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 persons connected with him
and hence provisions of Section 192 of the Act 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 V. Sankar Aiyar & Co
Firm Regn. No.: 109208W
Date :3rd May 2016 Membership No.: 34319