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Subros Ltd.

BSE: 517168 Sector: Auto
NSE: SUBROS ISIN Code: INE287B01021
BSE LIVE 15:51 | 24 Nov 263.85 -4.50
(-1.68%)
OPEN

270.50

HIGH

271.95

LOW

260.80

NSE 15:46 | 24 Nov 264.00 -4.55
(-1.69%)
OPEN

270.40

HIGH

270.40

LOW

261.10

OPEN 270.50
PREVIOUS CLOSE 268.35
VOLUME 6944
52-Week high 291.00
52-Week low 146.65
P/E 30.40
Mkt Cap.(Rs cr) 1,583
Buy Price 0.00
Buy Qty 0.00
Sell Price 263.85
Sell Qty 617.00
OPEN 270.50
CLOSE 268.35
VOLUME 6944
52-Week high 291.00
52-Week low 146.65
P/E 30.40
Mkt Cap.(Rs cr) 1,583
Buy Price 0.00
Buy Qty 0.00
Sell Price 263.85
Sell Qty 617.00

Subros Ltd. (SUBROS) - Auditors Report

Company auditors report

Independent Auditors' Report

TO THE MEMBERS OF SUBROS LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone financial statements of SUBROSLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. 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 the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and 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

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. 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 theprovision of the Act and rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the 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.

7. 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

8. 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 31st March 2017 and its profit and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. 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 (hereinafter referred to as "order") and on the basis of such checks ofthe books and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

10. 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 the Cash Flow Statement dealtwith 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 written representations received from the directors as on 31stMarch 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st 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.

(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 does not have pending litigations which would impact its financialposition. Refer Note 51 (i) to the standalone financial statements

ii. The Company is not required to make any provision under any law or accountingstandards as the company does not have long-term contracts including derivative contractsRefer Note 51 (ii) to the standalone financial statements

iii. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March 312017. Refer Note 51 (iii) to the standalone financial statements.

iv. The Company has provided requisite disclosures in its standalone financialstatements as to holding as well as dealings in Specified Bank Notes during the periodfrom 8th November 2016 to 30th December 2016. Based on audit procedure and relying onthe management representation we report that the disclosures are in accordance with booksof account maintained by the Company and as produced to us by the management. Refer Note43 to the standalone financial statements.

For V.K. DHINGRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 000250N
PLACE: NEW DELHI (V. K. DHINGRA)
DATED: 23 rd May 2017 PARTNER
M. No. 014467

ANNEXURE 'A' TO INDEPENDENT AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 9 OF THE INDEPENDENTAUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31ST MARCH 2017 TO THEMEMBERS OF SUBROS LIMITED

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

(b) As explained to us physical verification of the major portion of fixed assets wasconducted by the management during the year. In our opinion the frequency of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on aforesaid 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 asdisclosed in 'Note-11' on Fixed Assets to the financial statement are held in the name ofthe company.

2. In our opinion and according to the information and explanations given to usphysical verification of inventory has been conducted at reasonable intervals by themanagement. No material discrepancies were noticed on physical verification of inventoryas compared to book records.

3. The Company has not granted any secured or unsecured loans to companies firmslimited liability partnership or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Therefore clause 3(iii) (iii)a (iii)b and(iii)c of the said Order are not applicable to the company.

4. The Company has not granted any loans or made any investment or provided anyguarantees or security to the parties covered under section 185 and 186 of the Act.Therefore the provisions of Clause 3(iv) of the said Order are not applicable to theCompany.

5. The Company has not accepted any deposit from the public within the meaning ofSections 73 to 76 or any other relevant provisions of the Companies Act and rules framedthere under.

6. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under section 148(1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view of determine whether theyare accurate or complete.

7. (a) According to the information and explanations given to us the Company isgenerally regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund employee's state insurance income tax sales tax wealth taxservice tax customs duty excise duty value added tax cess and any other materialstatutory dues applicable to it during the year.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employee's state insurance income tax wealth taxsales tax custom duty excise duty service tax value added tax cess and any othermaterial statutory dues were in arrears as at March 31 2017 for a period of more thansix months from the date they become payable.

(c) According to the information and explanations given to us details of dues ofincome tax wealth tax sales tax service tax customs duty excise duty value added taxand cess which have not been deposited on account of any dispute are given below:

Name of Statute Nature of Dues Financial year to which the matter pertains Amount (Rs. in Lacs) Forum where dispute is pending
Sales Tax Acts Sales Tax 1996-97 0.84 Dy. Commissioner (Appeal)
1997-98 2.70 Dy. Commissioner (Appeal)
1998-99 6.51 Dy. Commissioner (Appeal)
1999-00 9.80 Maharashtra Sales Tax Tribunal Mumbai
2000-01 17.23 Dy. Commissioner (Appeal)
2001-02 26.50 Dy. Commissioner (Appeal)
2002-03 5.61 Jt. Commissioner (Appeal)
2002-03 7.40 Sales Tax Appellate Tribunal (Hyderabad)
2003-04 9.99 Sales Tax Appellate Tribunal (Hyderabad)
2004-05 2.54 Sales Tax Appellate Tribunal (Hyderabad)
2008-09 0.73 Dy. Commissioner (Appeal)
U.P. Tax on Entry of Goods into Local Area Act 2007 Entry Tax 2011-12 13.41 Supreme Court
Income Tax 2013-14 9.91 Commissioner of Income Tax(Appeal)

8. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to banks. The Company has neither taken anyloan from financial institution nor has issued debentures.

9. The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion and according tothe information and explanations given to us moneys raised during the year by way of termloan were applied for the purpose for which the same were raised.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material frauds by the Company or on the Company by its officers or employeesnoticed or reported during the year nor we have been informed of any such case by theManagement.

11. The Company has paid / provided managerial remuneration in excess of the limitsmandated by the provisions of Section 197 read with Schedule V to the Companies Act 2013aggregating to Rs. 78.70 lacs to the executive directors of the Company. As informed theCompany has already sought / is in the process of seeking requisite approvals from theCentral Government. We have been explained that the Company will take appropriate steps torecover the said excess amount from the concerned directors in case the requisiteapprovals are not granted by the Central Government.

12. As the Company is not Nidhi Company and the Nidhi Rules 2014 are not applicable toit the provisions of Clause 3(xii) are not applicable to the Company.

13. The Company has entered into transactions with related parties in compliance withthe provisions of section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. 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 its directors or persons connected with him. Accordingly the provisionsof Clause 3(xv) of the Order are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For V.K. DHINGRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 000250N
PLACE: NEW DELHI (V. K. DHINGRA)
DATED: 23 rd May 2017 PARTNER
M. No. 014467

ANNEXURE 'B' TO THE INDEPENDENT AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 10(F) OF THE INDEPENDENT AUDITORS' REPORT OF EVEN ON THESTANDALONE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 MARCH 2017 TO THE MEMBERSOF SUBROS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the Internal Financial Controls Over Financial Reporting of SubrosLimited ('the Company') as of March 31 2017 in conjunction with our audit of thestandalone financial statement of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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 timely preparation of reliable financial information as requiredunder the Act.

Auditor's Responsibility

3. 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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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.

5. 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

6. 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 externals 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 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

7. 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 polices or procedures may deteriorate.

Opinion

8. 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 issue by the Institute of CharteredAccountants of India.

For V.K. DHINGRA & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 000250N
PLACE: NEW DELHI (V. K. DHINGRA)
DATED: 23 rd May 2017 PARTNER
M. No. 014467