To the Members of TTI ENTERPRISE LIMITED Report on the Audit of the Financial
Statements
We have audited the accompanying Financial Statements of TTI Enterprise Limited
(“the Company”) which comprise the Balance Sheet as at 31<t March 2023, the
Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow
Statement for the year then ended and notes to the financial statements including 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 financial statements give the information required by the
Companies Act, 2013 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, 2023, and its Loss, changes in Equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the
Financial Statements section of our report.
Basis for Opinion
We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the
Companies Act, 2013 and the Rules made there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current year. We have further
determined that there are no key audit matters to communicate in our report.
Other information
The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the Companys Annual Report, but does
not include the financial statements and our Auditors Report thereon. Our opinion on the
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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
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. Managements
Responsibility for the Financial Statements The Companys 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, changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards 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 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.
In preparing the financial statements, the Board of Directors is responsible for
assessing the Companys 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 Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Financial Statements Our objectives are
to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an Auditors
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
financial statements. As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also: o Identify
and assess the risks of material misstatement of the 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 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 system with reference to 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 management.
• Conclude on the appropriateness of Managements 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 Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our Auditors Report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained upto the date of our auditors
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 financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation. 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”),
issued by the Central Government of India in terms of Section 143(11) of the Companies
Act, 2013, 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. 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 The Balance Sheet, the Statement of Profit and Loss, the
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are
in agreement with the books of account.
. In our opinion, the aforesaid Financial Statements comply with the IND AS specified
under Section 133 of the Act. On the basis of the written representations received from
the directors as on 31st March, 2023 taken on record by the Board of Directors, none of
the directors is disqualified as on 31st March, 2023 from being appointed as a director in
terms of Section 164(2) of the Act. With respect to the adequacy of the internal financial
controls over financial reporting with reference to these financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure B”. Our Report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Companys internal financial controls over financial
reporting.
3. In our opinion and to the best of our information and according to the explanations
given to us, we report as under with respect to other matters to be included in the
Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014: i. The Company has disclosed the impact of pending litigations on its financial
position in its Financial Statements as applicable to it. ii. The Company did not have any
long-term contracts including derivative contracts for which there were any material
foreseeable losses. iii. There were no amounts which were required to be transferred by
the Company to the Investor Education and Protection Fund.
4. In our opinion and to the best of our information and explanation given to us, with
respect to the matter to be included in the Auditors Report under Section 197(16) of the
Act, the remuneration paid by the company to its Directors, during the year is in
accordance with the provisions of section 1970f the Act.
For MARK & Co Chartered Accountants FRN - 142902W
Sd/- Rahul Lodha Partner
M. No.: 148787 Place: Kolkata UDIN: 23148787BGUUIR8589 Date: 27.05.2023
“ANNEXURE- A” TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in Our Report of even date to the members of M/S. TTI
ENTERPRISE LTD. on the IND AS financial statements of the company for the year ended 31st
March, 2023.
On the basis of such checks as we considered appropriate and according to the
information and Explanations given to us during the course of our audit, we report that:
i) The Company does not have any Assets in the form of Property, Plant and Machinery.
Consequently, para 3(i) (a), (b) (?) (d) of the Order are not applicable. No Proceedings
have been initiated during the year or are pending against the company as on the Balance
Sheet date for holding any benami property under the Benami Transactions (Prohibition)
Act, 1988 (as amended) and rules made there under. ii) a. As per the information and
explanation made available to us, the Companys inventory comprises of shares, units of
Mutual Funds and bonds / debentures. The inventory has been verified with Demat account
balances and Mutual Fund Statements at periodic intervals and no discrepancies have been
found on any occasions. b. The Company has not borrowed any money at any time during the
year and does not have any working capital limits sanctioned at any time during the year.
iii) As per the information and explanation given to us, the Company is a Non Deposit
Taking Non Banking Finance Company and has made investments and granted unsecured loans,
to companies, firms, Limited Liability Partnerships or other parties. a. The provisions of
para 3(iii) (a) of the Order are not applicable to the Company as its principal business
is giving loans. In our Opinion and having regard to the nature of the Companys Business,
the investments made and the terms of loans advanced are not prejudicial to the interest
of the Company. In the respect of loans and advances which are repayable on demand the
schedule of repayment of principal has not been stipulated though payment of interest has
been stipulated. In one case the payment of interest is not regular and the same has been
provided for in accordance with the provisioning requirements.
. In case of Loan advanced to one party (Loan amount Rs.152.60 lacs) the interest is
overdue for more than ninety days and the company has classified the same as sub-standard
asset and provision has been made for the same and is undertaking all possible reasonable
steps for the recovery of the principal amount along with the interest due
. The provisions of para 3(iii) e are not applicable to the company as it is a NBFC
company whose principal business is granting loans The Company has granted loans amounting
to Rs. 1545.79 Lacs which are repayable on demand and it comprises 100% of loans given.
The company has not granted any loans or advances to Promoters or related parties as
defined under clause 76 of section 2 of the Companies Act, 2013
In our opinion and according to the information and explanation given to us, the
Company has not granted any loans, made any investments to parties covered under Section
185 of the Act. The Company has complied with the provisions of Section 186 of the Act to
the extent applicable. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits or amounts which are deemed to be
deposits from the public during the year. Therefore, the directives issued by the Reserve
Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of
the Companies Act, 2013 and the rules framed there under are not applicable to the
company.
vi. As informed to us, the Central Government has not prescribed maintenance of cost
records under sub section (1) of Section 148 of the Act, in respect of the activities
carried on by the Company. Thus, para 3(vi) of the Order is not applicable to the Company.
vii. In respect of statutory dues, according to information and explanations given to us:
(a)The Company has generally been regular in depositing undisputed statutory dues
including Income-tax, Tax deducted at sources, Professional Tax, Goods and Service Tax and
other material statutory dues as applicable to it, with the appropriate authorities. Thus,
there are no arrears of undisputed material statutory dues which are outstanding as at 315
March,2023 for a period of more than six months from the date they became payable.
(b)There were no undisputed amounts payable in respect of Income Tax and other material
statutory dues on net basis. (c) There are no disputed statutory dues as on the date of
the Balance Sheet. viii. In our opinion and according to the information and explanation
made available to us the company has not made any disclosure before the Income Tax
Authorities under the relevant provisions of the Income Tax Act for any previously
unrecorded income during the year. a. The Company has not defaulted in the repayment of
dues to financial institution, banks, government or debenture holders as at Balance Sheet
date. b. The Company does not have any borrowings as on the balance sheet date and has not
borrowed any money during the year. Consequently clause ix (b), ix(c), ix(d), ix(e) and
ix(f) are not applicable to the Company. a. The Company has not raised any money by way of
initial public offer or further public offer (including debt instruments) and term loans
during the year. Accordingly, para 3(x) of the order is not applicable. b. Based on our
examination of the records of the Company and according to the information and
explanations given to us, the Company has not made any preferential allotment / private
placement of shares or fully or partly convertible debentures during the year. Accordingly
reporting under para 3(x) (b) of the order is not applicable. Xi. a. To the best of our
knowledge and belief and according to the information and explanations given to us, no
material fraud by the company and on the Company by its officers/ employees were noticed
or reported during the year while conducting audit. b. No Form ADT-4 as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, 2014 has been filed against the company.
c. To the best of our knowledge and belief and according to the information and
explanations given to us, no whistle blower complaints have been received by the Company
up to the date of the Audit Report. Xii. The Company is not a Nidhi Company. Therefore,
clause xii of paragraph 3 of the Order is not applicable to the Company. xiii. According
to information and explanation given to us and based on our examination of the records of
the Company, transactions with related parties are in compliance with Section 177 and 188
of the Act where applicable and details of such transaction have been disclosed in the
financial statements as required by applicable accounting standard.
Xiv. a. Based on our examination and according to the information and explanation given
to us we believe that the Internal Audit System of the Company is commensurate with the
size and nature of its business. b. The reports of the Internal Auditors of the Company as
made available to us were considered by us while conducting the audit. XV. Based on our
examination of the records of the Company and according to the information and
explanations given to us, the Company has not entered into any non-cash transactions as
referred to section 192 of the Companies Act, 2013 with Directors or persons connected
with them. Accordingly, clause 3(xv) of the Order is not applicable.
XVi. (a) According to the information and explanation given to us, the Company is
required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and
holds a valid certificate of registration under the same. (b) The Company has conducted
Non Banking Financial activities with a valid Certificate of Registration from the RBI as
per the RBI Act. The Company has not conducted any Housing Finance activities and is not
required to obtain CoR for such activities from the RBI. {c) The Company is not a Core
Investment Company (CIC) and hence reporting under para 3(xvi) (c) of the Order is not
applicable to the Company. {d)As per the applicable Master Directions of RBI as applicable
to it, the company is not part of any group. Thus the reporting requirements of clause 3
(xvi) (d) of the order is not applicable to the Company. XVil. Based on our examination of
the records of the Company and according to the information and explanations given to us,
the Company has not incurred any Cash losses in the current financial year and in the
immediately preceding financial year. Xviii. The statutory Auditors of the Company have
not resigned during the year. XiX. On the basis of Financial ratios, ageing and expected
dates of realization of financial assets and payment of liabilities, other information
accompanying the financial statements, our Knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report, that the Company is not capable of
meeting its liabilities existing as on the date of the Balance Sheet and when they fall
due within a period of one year from the
Balance Sheet Date. We further state that our reporting is based on the facts up to the
date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the company as and when they fall due. XX. The Company is below the
threshold limits for the applicability of Corporate Social Responsibility and the
applicable provisions of Section 135 of the Companies Act, 2013. Thus reporting under
Clause (xx) of the Order is not applicable to the Company. XXi. The Company does not have
any subsidiary or associate company. Reporting under Clause (xxi) of the Order is not
applicable at the standalone level of reporting for the Company.
For MARK & Co Chartered Accountants FRN - 142902W
Sd/- Rahul Lodha Partner M. No.: 148787 Place: Mumbai UDIN: 23148787BGUUIR8589 Date:
27.05.2023
“Annexure B"” to the Auditors Report
(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory
Requirements in our Independent Auditors Report of even date)
Report on the Internal Financial Controls with reference to Financial Statements under
Paragraph (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the
Act”)
We have audited the internal financial controls with reference to Financial Statements
of TTI ENTERPRISE LIMITED (“the Company”) as of 31%t March 2023 in conjunction
with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control with reference to financial statements
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 Companys 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 Companys internal financial
controls with reference to financial statements 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 with reference to financial statements were
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 with reference to financial statements and their operating
effectiveness.
Our audit of internal financial controls with reference to financial statements
included obtaining an understanding of internal financial controls with reference to
financial statements, 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 auditors 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 Companys internal financial controls with
reference to financial statements.
Meaning of Internal Financial Controls over Financial Reporting with reference to the
financial statements
A Companys internal financial control with reference to financial statements 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 Companys internal financial control over
financial reporting with reference to the financial statements 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 Companys assets that could have a material effect
on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial
Statements Because of the inherent limitations of internal financial controls with
reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk
that the internal financial control with reference to financial statements 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 with reference to financial statements and such internal
financial controls with reference to financial statements were operating effectively as at
31% March 2023, based on the internal control with reference to financial statements
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note issued by the Institute of Chartered Accountants of
India. For MARK & Co Chartered Accountants FRN - 142902W
Sd/- Rahul Lodha Partner
M. No.: 148787 Place: Mumbai
UDIN: 23148787BGUUIR8589 Date: 27.05.2023
+91-9892691696
