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SML ISUZU Ltd.

BSE: 505192 Sector: Auto
NSE: SMLISUZU ISIN Code: INE294B01019
BSE 15:40 | 23 Feb 797.85 12.10
(1.54%)
OPEN

788.00

HIGH

804.00

LOW

782.00

NSE 15:31 | 23 Feb 798.55 13.80
(1.76%)
OPEN

787.00

HIGH

803.00

LOW

784.75

OPEN 788.00
PREVIOUS CLOSE 785.75
VOLUME 2775
52-Week high 1385.00
52-Week low 774.95
P/E 466.58
Mkt Cap.(Rs cr) 1,154
Buy Price 800.00
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00
OPEN 788.00
CLOSE 785.75
VOLUME 2775
52-Week high 1385.00
52-Week low 774.95
P/E 466.58
Mkt Cap.(Rs cr) 1,154
Buy Price 800.00
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00

SML ISUZU Ltd. (SMLISUZU) - Auditors Report

Company auditors report

TO THE MEMBERS OF SML ISUZU LIMITED

1. Report on the Financial Statements

We have audited the accompanying financial statements of SML Isuzu Limited ('theCompany') which comprise the Balance Sheet as at 31 March 2017 the Statement of Profitand Loss and the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information.

2. 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 preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions 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 of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers 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 the 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 is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 31March 2017 and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

(i) 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 ofthe Act we give in the "Annexure A" a statement on the matters specified inthe paragraphs 3 and 4 of the order.

(ii) 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 financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(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 to Note 29 to the financial statements;

ii. The Company has made provisions as required under the applicable law oraccounting standards for material foreseeable losses if any on long term contractsincluding derivative contracts.

iii. There has been no delay in transferring amount required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures with regard to the holdings as wellas dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December2016. Based on audit procedures performed by us and relying on the managementrepresentation we report that the disclosures are in accordance with the books of accountsmaintained by the Company and as produced to us by the Management. Also refer to note 34to the financial statements.

For B S R & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 10 May 2017 Membership No.: 076124

Annexure-A to the Auditors' Report

Annexure A referred to in paragraph 5 (i) of the Independent Auditors' Report to theMembers of SML ISUZU Limited on the accounts for the year ended 31 March 2017 we reportthat:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(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 except materials-in-transit and stock lying with third parties hasbeen physically verified by the management during the year and no material discrepancieswere noticed on such verification. In our opinion the frequency of such verification isreasonable. For stocks lying with third parties at the year-end written confirmationshave been obtained.

(iii) According to the information and explanations given to us we are of the opinionthat there are no companies firms limited liabilities partnerships or other partiescovered in the register required to be maintained under Section 189 of the Companies Act2013 ('the Act'). Accordingly paragraph 3(iii) of the Order is not applicable.

(iv) The Company has not given any loans or made any investments or provided anyguarantee or security as specified under Section 185 and 186 of the Act. Accordinglyparagraph 3(iv) of the Order is not applicable.

(v) The Company has not accepted any deposits covered under Section 73 to 76 or otherprovisions of the Act and rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the products manufactured / services rendered by theCompany.

(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' StateInsurance Income Tax Sales Tax Service Tax Duty of Customs Duty of Excise ValueAdded Tax and other material statutory dues have been regularly deposited during the yearby the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income Tax Sales TaxService Tax Duty of Customs Duty of Excise Value Added Tax and other statutory dueswere in arrears as on 31 March 2017 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us there are no dues ofDuty of Customs Income-Tax Sales Tax Service Tax Duty of Excise and Value Added Taxwhich have not been deposited by the Company on account of disputes except as mentionedbelow:

Name of the statute Nature of dues Amount disputed Rs. Lakhs Amount deposited Rs. Lakhs Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Excise duty 4.25 (includes penalty Rs. 2.12 lakhs) 2.13 Apr 2000 to Mar 2004 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 1.94 Nil Oct 2004 to Mar 2005 The Supreme Court of India
Finance Act 1994 Service Tax 5.70 (includes penalty Rs. 2.85 lakhs) Nil 2005-2006 Commissioner (Appeals)
Finance Act 1994 Service Tax 5.70 (includes penalty Rs. 2.85 lakhs) Nil 2005-2006 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 1.89 Nil Oct 2006 to Jun 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 4.26 (includes penalty Rs. 2.13 lakhs) Nil Apr 2006 to Dec. 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 3.36 Nil Apr 2006 to Dec. 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 3.62 (includes penalty Rs. 1.81 lakhs) Nil Apr 2008 to Jun 2009 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 1.15 Nil Jun 2009 to Mar 2011 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 25.00 Nil Dec 2008 to Jul 2009 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 8.66 Nil Oct 2009 to Sep. 2010 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 4.05 (includes penalty Rs. 1.83 lakhs) Nil Apr. 2010 to Sep 2011 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Sub-Total (A) 69.58 2.13
Central Sales Tax Act 1956 Sales Tax 218.23 87.30 Apr 2000 to Sep 2000 Sales Tax appellate Tribunal Chandigarh
Punjab VAT Act 2005 Valued Added Tax 1.57 0.39 Aug 2007 Deputy Excise and Taxation Commissioner-cum-Joint Director Enforcement Patiala
U P Trade Tax Act 1948 Sales Tax 15.94 7.20 1993-1994 Additional Commissioner (Appeals) Lucknow
U P Trade Tax Act 1948 Sales Tax 5.80 0.87 2005-06 Assistant Commissioner Grade-II
Gujarat Sales Tax Act Sales Tax 161.68 Nil 2008-09 Joint Commercial Tax Commissioner (Appeals)
The West Bengal Value Added Tax Rules 2005 Value Added Tax 5.80 Nil 2008-2009 Assessing Officer Sales Tax
The West Bengal Value Added Tax Rules 2005 Value Added Tax 8.51 Nil 2009-2010 W.B.C.T. Appellate & Revisional Board
The West Bengal Value Added Tax Rules 2005 Sales Tax 5.70 Nil 2009-2010 W.B.C.T. Appellate & Revisional Board
Kerala Value Added Tax Rules 2005 Value Added Tax 1.42 0.43 2010-2011 Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules 2005 Value Added Tax 93.40 28.02 2011-2012 Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules 2005 Value Added Tax 2.56 0.76 2011-2012 Assistant Commissioner Special Circle-Trivandrum
Patna Sales Tax Tribunal Sales Tax 2.36 0.45 2012-13 Patna Sales Tax Tribunal
Karnataka Value Added Tax Act 2003 Value Added Tax 526.51 Nil 2012-2013 The Assistant Commissioner of Commercial Taxes Hubli
The West Bengal Value Added Tax Rules 2005 Entry Tax 1.13 Nil 2012-2013 W.B.C.T. Appellate & Revisional Board Bench-VI
Central Sales Tax Act 1956 Sales Tax 3.17 Nil 2012-2013 Sr. JCCT/LTO-W.B.
Central Sales Tax Act 1956 Sales Tax 60.03 Nil 2012-2013 Deputy Commissioner of Sales Tax - Pune
U P Trade Tax Act 1948 Value Added Tax 6.88 4.98 2016-2017 Assistant Commissioner Ghaziabad
AP VAT Act 2005 Value Added Tax 3.55 2.21 2016-2017 Administrative Officer and Deputy Commercial Tax Officer Vijayawada
The West Bengal Value Added Tax Rules 2005 Entry Tax 91.52 Nil 2013-2017 Additional Commissioner Commercial Taxes W.B.
Sub-Total (B) 1215.76 132.61
Income-tax Act 1961 Income-tax 101.55 88.61 FY 2004-05 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 94.79 94.79 FY 2005-06 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 137.10 137.10 FY 2006-07 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 50.88 50.88 FY 2005-06 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 476.33 476.33 FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 42.41 Nil FY 2008-09 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 82.82 82.82 FY 2006-07 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 39.30 Nil FY 2009-10 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 54.64 Nil FY 2010-11 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 31.86 15.44 FY 2011-12 Income-tax Appellate Tribunal (
Income-tax Act 1961 Income-tax 112.00 Nil FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 55.94 Nil FY 2012-13 Income-tax Appellate Tribunal
Sub Total (C) 1279.62 945.97
Total (A+B+C) 2564.96 1080.71

(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of dues to banks. Further according to the information andexplanations given to us the Company did not have any outstanding dues to any financialinstitutions government or debenture holders during the year.

(ix) According to the information and explanations given to us the term loan taken bythe Company has been applied for the purposes for which it was raised. As informed to usthe Company has not raised any moneys by way of initial public offer (including debtinstruments) or further public offer.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit for the year.

(xi) According to the information and explanations given 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 Act.

(xii) According to the information and explanations given to us the Company is not anidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

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

(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 non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For B S R & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 10 May 2017 Membership No.: 076124

Annexure-B to the Auditors' Report

Annexure B referred to in paragraph 5 (ii)(f) of the Independent Auditors' Report tothe Members of SML ISUZU Limited being report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financial reporting of SML IsuzuLimited ("the Company") as of 31 March 2017 in conjunction with our audit of thefinancial statements 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'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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.

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 deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe 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 judgment 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 controls systemover financial 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 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

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.

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 & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 10 May 2017 Membership No.: 076124