To the Members of G.S. Auto International Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of G.S. AutoInternational Limited ("the Company") which comprise the Balance Sheet asat March 31 2017 and the Statement of Profit & Loss and the Cash Flow Statement forthe year then ended and a summary of significant accounting policies and other explanatoryinformation.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India Including the accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent :and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the standalone financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2017 its loss and its cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to the following matter in the Notes to the financial statements:Note 62 to the financial statements which states that the company has not paid till datethe fourth quarter ended 31st March 2017 installment of its term loan fromExport Import Bank of India (EXIM Bank) amounted to US$ 227265.90.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the order")issued by the Central Governments of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.
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 bestof 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 theCompany so far as it appears from our examination of those books;
(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account;
(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
(e) On the basis of written representations received from the directors as on March312017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312017 from being appointed as a director in terms of section164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the
Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial Statements - Refer Note 32 to the financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts if any. Refer Note 7 & 11 to the financial statements;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company. iv. The Company has providedrequisite disclosures in the financial statements as to holdings as well as dealings inSpecified Bank Notes during the period from 8 November 2016 to 30 December 2016. Basedon audit procedures and relying on the management representation we report that thedisclosures are in accordance with books of account maintained by the Company and asproduced to us by the Management.
Annexure 1 referred to in paragraph 1 under the heading "Report on other legal andregulatory requirements" of our report of even date:
Re: G.S. Auto International Limited ("the Company")
(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
b) As explained to us all fixed assets have not been physically verified by themanagement during the year but there is a regular programme of verification which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company
(ii) The inventory of the Company has been physically verified by the management duringthe year. In our opinion the frequency of the verification is reasonable. No materialdiscrepancies were noticed on such physical verification. Inventories lying with thirdparties have been confirmed by them as at year end and no material discrepancies werenoticed in respect of such confirmations.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to any of the companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of clause 3(iii) (a) (b) and (c ) of the said order arenot applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us theCompany has not given any loans made investments given guarantees or security during theyear which is covered under provisions of Section 185 and 186 of the Act. Accordingly theparagraph 3(iv) of the Order is not applicable to the Company.
(v) According to the information and explanations provided by the management we are ofthe opinion that the Company has not accepted any deposits from public covered underSection 73 to 76 or any other relevant provisions of the Companies Act and rules framedthereunder. Accordingly the paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to the manufacture of auto componentsand are of the opinion that prima facie the specified accounts and records have been madeand maintained. We have not however made a detailed examination of the same.
(vii) a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Wealth tax Service tax sales tax duty of customs duty of excise Value Added TaxCess and other statutory dues applicable to it.
b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax sales taxwealth tax service tax Sales Tax duty of customs duty of excise Value Added Tax cessand other statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable. . c) According to the records of the Companythe dues outstanding of the Income Tax on account of any dispute are as follows:-
|Name of the Statute ||Nature of the dues ||period to which it relates(AY) ||Amount (Rs.in Lacs) ||Forum where dispute is pending |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2008-09 ||91.55 ||Commissioner (Appeals) |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2009-10 ||01.63 ||Commissioner (Appeals) |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2009-10 ||34.17 ||Commissioner (Appeals) |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2010-11 ||154.83 ||ITAT |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2011-12 ||16.29 ||ITAT |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2012-13 ||273.11 ||Commissioner (Appeals) |
|Income Tax Act 1961 ||Income Tax Including interest as applicable ||2015-16 ||129.03 ||Commissioner (Appeals) |
* Net of amount deposited under protest.
(viii) In our opinion and according to the information and explanations given by themanagement the Company has not paid the fourth quarter ended 31st March 2017installment of its term loan from Export Import Bank of India (EXIM Bank) amounted to US$227265.90. Except this the Company has not defaulted in repayment of dues to bankfinancial institutions or government. The Company did not have any outstanding dues inrespect of financial institution banks or from the government except as aforesaid.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Based on our audit proceduresand according to information and explanations given by the management the term loans wereapplied for the purpose for which they were obtained.
(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Companies Act.
(xii) In our opinion the Company is not a nidhi Company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.
(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.
Annexure 2 to the Independent Auditor's Report of even date on the standalone financialstatements of G.S. Auto International Limited
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of G.S.Auto International Limited ("the Company") as of March 31 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the "Guidance Note") and the Standards on Auditing asspecified under section 143(10) of the
Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both issued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
| ||For NANDA & BHATIA |
| ||Chartered Accountants |
| ||ICAI Firm Registration Number: 004342N |
| ||Sd/- |
| ||P.C.S. VIRDI |
|Ludhiana: 30th May 2017 ||Partner |
| ||Membership Number: 17056 |