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Sundaram Clayton Ltd.

BSE: 520056 Sector: Auto
NSE: SUNCLAYLTD ISIN Code: INE105A01035
BSE LIVE 15:51 | 11 Dec 5220.00 9.90
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5174.00

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5225.00

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NSE 15:31 | 11 Dec 5187.65 -2.30
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OPEN 5174.00
PREVIOUS CLOSE 5210.10
VOLUME 72
52-Week high 6195.00
52-Week low 2700.00
P/E 251.69
Mkt Cap.(Rs cr) 10,565
Buy Price 5220.00
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5174.00
CLOSE 5210.10
VOLUME 72
52-Week high 6195.00
52-Week low 2700.00
P/E 251.69
Mkt Cap.(Rs cr) 10,565
Buy Price 5220.00
Buy Qty 4.00
Sell Price 0.00
Sell Qty 0.00

Sundaram Clayton Ltd. (SUNCLAYLTD) - Auditors Report

Company auditors report

On the Standalone Financial Statements of Sundaram-Clayton Limited Chennai for theyear ended 31st March 2017

To the Members of

Sundaram-Clayton Limited Chennai

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements ofSUNDARAM-CLAYTON LIMITED Chennai - 600006 ("the Company") which comprise theBalance Sheet as at 31st March 2017 the Statement of Profit and Loss(including Other Comprehensive Income) the Statement of Changes in Equity the CashflowStatement for the year then ended and a summary of significant accounting policies andother 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 Ind AS financial statements that give a true and fair view of the stateof affairs (financial position) profit or loss (financial performance including OtherComprehensive Income) Changes in equity and cashflows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act read with Rule 4 of Companies(Indian Accounting Standards) Rules 2015.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting the 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 standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS standalone financialstatements based on our audit.

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 of the standalone Ind AS financial statements in accordance withthe Standards on Auditing 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 standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances.

An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by Company's Directors as well asevaluating the overall presentation of the Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsfurnished to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the IndAS; a) of the state of affairs (financial position) of the Company as at March 31 2017;b) of the Profit (including Other Comprehensive Income) for the year ended on that date;c) of the Changes in Equity for the year ended on that date; and d) of the cashflows forthe year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (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 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 bestof our knowledge and belief were necessary for the purposes of our audit. b. In ouropinion proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books. c. The Balance Sheet the Statement ofProfit and Loss (including Other Comprehensive Income) the Statement of Changes in Equityand the Cashflow Statement dealt with by this report are in agreement with the books ofaccount. d. In our opinion the aforesaid standalone Ind AS financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015.

e. On the basis of written representations received from the directors as on March 312017 taken on record by the Board of Directors none of the directors are disqualified ason March 31 2017 from being appointed as a director in terms of Section 164(2) of theAct. f. With respect to the adequacy of 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 beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations furnished to us: i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone Ind AS financial statements -Refer note no. 35 to the standalone Ind AS financial statements.

ii. The Company has long-term derivative contracts but material foreseeable losses arenot expected. There are no other long term contracts.

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

iv. The Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes from November 082016 to December 30 2016. Based on audit procedures and relying on managementrepresentation we report that the disclosures are in accordance with the books ofaccounts maintained by the Company and produced to us by the management. Refer note 38 tothe financial statements.

For Sundaram & Srinivasan
Chartered Accountants
Firm Regn. No.: 004207S
M. BALASUBRAMANIYAM
Place : Chennai Partner
Date : 3rd May 2017 Membership No.: F7945

Annexure "A" referred to in our report under "Report on Other Legal andRegulatory requirements Para 1" of even date on the accounts for the year ended 31stMarch 2017.

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

(b) Fixed assets are physically verified by the management in accordance with a regularprogramme at reasonable intervals. In our opinion the interval is reasonable having regardto the size of the Company and the nature of its assets.

No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties of the company are held in the name of theCompany.

2. The inventory has been physically verified at reasonable intervals during the yearby the management. The discrepancies between the physical stocks and the books were notmaterial and have been properly dealt with in the books of account.

In respect of inventories with third parties which have not been physically verifiedthere is a process of obtaining confirmation from such parties.

3. During the year the company has not granted any loan to a company firm LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013.

4. During the year the company has not granted any loan nor has furnished anyguarantee nor provided any security. Hence reporting on whether there is compliance withprovisions of section 185 of the Companies Act 2013 does not arise.

The company has invested a sum of Rs. 14.98 crore during the year and the totalinvestments made by the Company is in compliance with the provisions of section 186 of theCompanies Act 2013.

5. The Company has not accepted any deposit within the meaning of sections 73 to 76 ofthe Companies Act 2013 during the year.

6. We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government under Section 148(1) of the Companies Act 2013for maintenance of cost records and are of the opinion that prima-facie the prescribedaccounts and records have been made and maintained. We have however not made a detailedexamination of the cost records with a view to determine whether they are accurate orcomplete.

7. (a) According to the records provided to us the Company is generally regular indepositing undisputed statutory dues including Provident Fund Employees' State InsuranceIncome Tax Sales Tax Service Tax Duty of Customs Duty of Excise Value Added Tax Cessand other statutory dues to the appropriate authorities. However certain delays werenoticed in remittance of Income Tax deduction at source Value Added Tax and Service Taxinto Government.

(b) According to the information and explanations furnished to us no undisputedamounts payable in respect of Income Tax Sales Tax Service Tax Duty of Customs Duty ofExcise Value Added Tax and Cess were in arrears as at 31st March 2017 for aperiod of more than six months from the date they became payable.

(c) According to information and explanations furnished to us the following are thedetails of the disputed dues that were not deposited with the concerned authorities:

Name of the statute Nature of dues Amount (Rs. in crores) Forum where the dispute is pending
Central Excise Act 1944 Excise Duty 1.59 Commissioner (Appeals) Chennai
Finance Act 1994 Service Tax 3.77 Custom Excise & Service Tax Appellate Tribunal Chennai
0.39 Commissioner (Appeals) Chennai
0.01 Additional Commissioner of Central Excise Chennai
Income Tax Act 1961 Income Tax 6.53 Commissioner of Income Tax (Appeals) Chennai
Tamilnadu Town and Country Planning Act 1971 Fee payable to CMDA / Municipal Authorities 0.25 The Honourable High Court of Judicature at Madras
Tamilnadu Value Added Tax Act 2006 Value added tax 0.12 Appellate Deputy Commissioner Chennai

8. Based on our verification and according to the information and explanations given bythe management the Company has not defaulted in repayment of dues to its banks. TheCompany has not borrowed from any financial institution or Government nor has issued anydebenture.

9. (a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Hence reporting on utilizationof such money does not arise.

(b) The Company has not availed any fresh term loan during the year. The loans availedin earlier years were applied for the purpose for which they were availed.

10. Based on the audit procedures adopted and information and explanations furnished tous by the management no fraud on or by the Company has been noticed or reported duringthe course of our audit.

11. In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid and provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct 2013.

12. The Company is not a Nidhi company and as such this clause of the Order is notapplicable.

13. (a) In our opinion and according to the information and explanations furnished tous all transactions with the related parties are in compliance with sections 177 and 188of the Companies Act 2013.

(b) The details of transactions during the year have been disclosed in the FinancialStatements as required by the applicable accounting standards. Refer note no. 36 to thefinancial statements.

14. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures under Section 42 of theCompanies Act 2013.

15. In our opinion and according to the information and explanations furnished to usthe Company has not entered into any non-cash transactions with directors or personsconnected with them.

16. The Company is not required to register under Section 45-IA of the Reserve Bank ofIndia Act 1934.

For Sundaram & Srinivasan
Chartered Accountants
Firm Regn. No.: 004207S
M. BALASUBRAMANIYAM
Place : Chennai Partner
Date : 3rd May 2017 Membership No.: F7945

Annexure B to the Independent Auditors' Report on the Standalone Financial Statementsof Sundaram-Clayton Limited Chennai for the year ended 31st March 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofSUNDARAM-CLAYTON LIMITED Chennai ("the Company") as of March 31 2017 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor 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 components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India (hereinafter "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 safeguarding ofits 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 deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's 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; I. pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; II. 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 III. 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 March 31 2017 based on;

i. existing policies and procedures adopted by the Company for ensuring orderly andefficient conduct of business .

ii. continuous adherence to Company's policies .

iii. existing procedures in relation to safeguarding of Company's fixed assetsinvestments inventories receivables loans and advances made and cash and bank balances.

iv. existing system to prevent and detect fraud and errors . v. accuracy andcompleteness of Company's accounting records; and vi. existing capacity to prepare timelyand reliable financial information.

For Sundaram & Srinivasan
Chartered Accountants
Firm Regn. No.: 004207S
M. BALASUBRAMANIYAM
Place : Chennai Partner
Date : 3rd May 2017 Membership No.: F7945