Tothe Members of
Talbros Automotive Components Limited Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Talbros AutomotiveComponents Limited ("the Company") which comprise the Balance Sheet as at March31 2017 the Statement of Profit and Loss and the Cash
Flow Statement for the year then endedand a summary of other explanatory thesignificant informationin which are incorporated the Returns for the year ended on thatdate audited by the branch auditor of the Company's branch at Pune.
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(asamended).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 frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 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 obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to usthe aforesaid standalone financial statements give the information required bythe 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 March 31 2017 and its profit and its cash flows for the year ended on that date.
We did not audit the financial statements of one branch included in the standalonefinancial statements of the Company whose financial statements reflect total assets of Rs.306364738/-and net assets of Rs. 207924380/- as at March 31 2017 and total revenuesof Rs. 672170382/- for the year ended on that date as considered in the standalonefinancial statements. The financial statements of this branch have been audited by thebranch auditor whose report has been furnished to us and our opinion in so far as itrelates to the amounts and disclosures included in respect of this branch and our reportin terms of subsection (3) of Section 143 of the Act in so far as it relates to theaforesaid branch is based solely on the report of such branch auditor.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As r equired by the Companies (Auditor's Report)
2016 ("the Order") issued by the Central Government of India in terms ofSection 143(11) of the Act we give in the Annexure- A' a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As r equired by Section 143(3) of the Act based on audit and on the considerationof the report of the branch auditor on the separate financial statements/ financialinformation of the branch referred to in the Other Matters paragraph above we report tothe extent applicable 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 and proper returnsadequate for the purposes of our audit have been received from the branch not visited byus;
c. the report on the accounts of the branch office the Company audited under Section143 (8) of the Act by the branch auditor has been sent to us and has been properly dealtwith by us in preparing this report;
d. 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 and with the returnsreceived from the branch not visited by us; e. in our opinion the aforesaid standalonefinancial statements comply with the Accounting Standards specified under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014 (as amended);
f. on the basis of the written representations received from the directors as on March31 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2017 from being appointed as a director in terms of Section164(2) of the Act;
g. 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";
h. 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(as amended) inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its standalonefinancial position in its financial statements Refer Note no. 29 to the financialstatements;
ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company; and
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 audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management. Refer Note no. 30 tofinancial statements.
| ||For S.N. Dhawan & Co LLP |
| ||(Formerly S. N. Dhawan & Co.) |
| ||Chartered Accountants |
| ||Firm Registration No.: 000050N/N500045 |
| ||Suresh Seth |
|Place: New Delhi ||Partner |
|Date: May 24 2017 ||Membership No.: 10577 |