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Minda Corporation Ltd.

BSE: 538962 Sector: Auto
NSE: MINDACORP ISIN Code: INE842C01021
BSE LIVE 15:45 | 21 Nov 201.05 -1.05
(-0.52%)
OPEN

205.55

HIGH

208.55

LOW

190.10

NSE 15:42 | 21 Nov 201.65 -0.55
(-0.27%)
OPEN

205.65

HIGH

208.40

LOW

190.00

OPEN 205.55
PREVIOUS CLOSE 202.10
VOLUME 602760
52-Week high 210.65
52-Week low 85.50
P/E 66.13
Mkt Cap.(Rs cr) 4,208
Buy Price 0.00
Buy Qty 0.00
Sell Price 200.95
Sell Qty 950.00
OPEN 205.55
CLOSE 202.10
VOLUME 602760
52-Week high 210.65
52-Week low 85.50
P/E 66.13
Mkt Cap.(Rs cr) 4,208
Buy Price 0.00
Buy Qty 0.00
Sell Price 200.95
Sell Qty 950.00

Minda Corporation Ltd. (MINDACORP) - Auditors Report

Company auditors report

TO

THE MEMBERS OF MINDA CORPORATION LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Minda CorporationLimited ("the Company") which comprise the Balance Sheet as at 31 March 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone 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 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 design implementation and maintenance of adequate internalfinancial controls 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.

Auditor’s Responsibility

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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order 2017 (‘Order’)issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we enclose in the Annexure A a statement on the matters specified in paragraphs3 and 4 of the said Order.

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 purposes 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 the Statement of Profit and Loss and the Cash Flow Statementdealt with by 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 the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 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 B"; and

(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 opinionand to the best of our information 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 2.27 to the financial statements;

ii. The Company did not have any foreseeable losses on long term contracts includingderivative contracts outstanding as at 31 March 2017 – refer note 2.36 to thefinancial statements; and

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. Based on our audit procedures and relying on the managementrepresentations we report that the disclosures are in accordance with the books ofaccount maintained by the Company and as produced to us by the Management – refernote 2.17 to the financial statements.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 24 May 2017 Membership No.: 095109

Annexure A referred to in our Independent Auditor’s Report to the members of MindaCorporation Limited on the financial statements for the year ended 31 March 2017.

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) According to the information and explanations given to us the Company has aregular programme of physical verification of its fixed assets by which all fixed assetsare verified over a period three years and in accordance therewith a portion of fixedassets has been physically verified by the management during the year. In our opinionthis periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. As informed to us the discrepancies noticed on suchverification were not material.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company and confirmation from bankers the title deedsof the immovable properties are held in the name of the Company.

(ii) The inventories except goods in transit and stocks lying with third parties havebeen physically verified by the management during the year. In our opinion the frequencyof such verification is reasonable. For stocks lying with third parties at the year endwritten confirmations have been obtained. According to the information and explanationsgiven to us the discrepancies noticed on verification between the physical stocks and thebook records were not material. (iii) The Company had granted unsecured loans to certaincompanies/parties covered in the register required under section 189 of the Companies Act2013. In our opinion and according to information and explanations given to us: (a) theterms and conditions of the grant of such loans are not prejudicial to the Company’sinterest; (b) the schedule of repayment of principal and payment of interest has beenstipulated. The borrowers are regular in repayment of principal and payment of interest.

(c) there is no amount overdue for more than 90 days in respect of above mentionedloans.

(iv) According to information and explanations given to us and based on auditprocedures performed we are of the opinion that provisions of section 185 and 186 of theCompanies Act 2013 have been complied with in respect of loans investments andguarantees given by the Company. There are no securities provided by the Company asspecified under section 185 and 186 of the Companies Act 2013.

(v) As per the information and explanations given to us the Company has not acceptedany deposits as mentioned in the directives issued by the Reserve Bank of India and theprovisions of section 73 to 76 or any other relevant provisions of the Act and the rulesframed there under.

(vi) We have broadly reviewed the books of account maintained by the Company (inrespect of products covered) pursuant to the rules prescribed by the Central Governmentfor maintenance of cost records under Section 148(1) of the Act and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained.However we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees’State Insurance Income- tax Sales tax Service tax Duty of customs Duty of exciseValue added tax Cess and other material statutory dues have generally been regularlydeposited during the year by the Company with the appropriate authorities though there hasbeen a slight delay in a few cases.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees’ State Insurance Income-tax Salestax Service tax Duty of customs Duty of excise Value added tax Cess and othermaterial statutory dues were in arrears as at 31 March 2016 for a period of more than sixmonths from the date they became payable. (b) According to the information andexplanations given to us there are no disputed dues in respect of Duty of customs andValue added tax which have not been deposited with the appropriate authorities. Thefollowing dues of Income tax Sales tax Service tax and Duty of excise have not beendeposited with the appropriate authorities on account of disputes:

Name of the statute Nature of the dues Amount (Rupees in lacs)* Period to which the amount relates Payment under protest in (Rupees in lacs) Forum where dispute is pending
Central Sales Tax Act 1956 Sales Tax 9.04 1998 - 1999 - High Court
Central Sales Tax Act 1956 Sales Tax 4.87 2005 – 2006 4.00 Joint Commissioner
Income-tax Act 1961 Income-tax 38.02 2006 – 2008 30.81 Income Tax Appellate Tribunal
Central Excise Act 1944 Excise duty 86.93 2006 - 2007 - Customs Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Service tax 5.85 2010 - 2015 0.44 Commissioner Appeals

The following matters have been decided in favour of the Company but the department haspreferred appeals at higher levels:

Name of the statute Nature of the dues Amount (Rupees in lacs)* Period to which the amount relates Payment under protest in (Rupees in lacs) Forum where dispute is pending
Income-tax Act 1961 Income-tax 24.28 2000 – 2004 - High Court
Income-tax Act 1961 Income-tax 36.59 2006 – 2009 6.14 Appellate authority up to Appellate Tribunal

* amount as per demand orders including interest and penalty wherever indicated inthe said orders.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to banks and financial institutions.Further the Company had no loans or borrowings from government at any time during theyear and had not issued any debentures during the year or outstanding as at 31 March 2017.

(ix) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. The term loans were applied forthe purposes for which those were raised to the extent utilised during the year.

(x) According to the information and explanations given to us no fraud by the Companyand no fraud on the Company by its officers or employees has been noticed or reportedduring year.

(xi) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the managerial remuneration has been paid orprovided by the Company in accordance with provisions of section 197 read with Schedule Vof the Companies Act 2013. (xii) According to the information and explanations given tous the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and on the basis ofour examination of the records of the

Company there are no transactions with the related parties which are not in compliancewith Section 177 and 188 of the Companies Act 2013 and the details have been disclosed inthe Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment private placement of shares and fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us and based on auditprocedures performed the Company has not entered into any non-cash transactions withdirectors or persons connected with them. Accordingly paragraph 3(xv) of the Order is notapplicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3(xvi) of the Order is not applicable.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 24 May 2017 Membership No.: 095109

Annexure B to the Independent Auditor’s Report of even date on the financialstatements of Minda Corporation Limited for the year ended 31 March 2017

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 internalfinancial controls over financial reporting of Minda Corporation Limited ("theCompany") as of 31 March 2017 in conjunction with our audit of the financialstatements of the Company for the year 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 (‘ICAI’). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors’ Responsibility

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 issued by ICAI and deemed tobe prescribed under section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial 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 andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated 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 Company’s internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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

Becauseoftheinherentlimitationsofinternalfinancialcontrolsover financial reportingincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

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 31 March 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 B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/W-100022
Shashank Agarwal
Place: Gurgaon Partner
Date: 24 May 2017 Membership No.: 095109