The Members of
Automobile Products of India Limited Report on the Financial Statements
We have audited the accompanying financial statements of Automobile Products of IndiaLimited ("the Company"] which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors are responsible for the matters stated in Section134(5] of the Companies Act 2013 ('the act'] with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with rule 7 of Companies (Accounts] Rules 2014. This responsibilityincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that are operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevantto thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
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 anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders 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 accounting policies used and the reasonableness of the accountingestimates made by the Company's management and Board of Directors as well as evaluatingthe overall 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 financial statements.
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 31stMarch 2017 and its loss and its cash flows for the year ended on that date.
Emphasis of Matters
Attention is invited to note no. 31 of the accompanying financial statements in respectof complete erosion of Company's net worth as at the balance sheet date. However thefinancial statements of the Company have been prepared on a going concern basis for thereasons stated in the said note. Our opinion is not modified in respect of these matter.
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 sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the order.
2. As required by section 143 (3) of the Act we further 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 accounts as required by law have been kept by theCompany so as far as it appears from our examination of those books.
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby 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) The matter described under the Emphasis of Matters paragraph above in our opinionmay not have an adverse effect on the functioning of the Company.
f) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164(2) oftheAct
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"; and
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 in our opinionand to the best of our information and accordingto the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements (Refer note no. 30 of the Financial Statements)
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. The company is not required to transfer any amounts as required by the law toInvestor Education and Protection Fund.
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 8thNovember 2016 to 30th December 2016. Based on audit procedures 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 Note32.
For S G C O & Co. LLP
Firm Reg. No 112081W/ W100184
Mem. No. 44739
Place: Mumbai Date: 30th May 2017
Annexure "A" to Independent Auditor's Report
Annexure referred to in Paragraph 1 of "Report on Other Legal and RegulatoryRequirements" of our Report of even date on the accounts of Automobile Products ofIndia Limited for the year ended 31st March 2017.
As required by the Companies (Auditors Report) Order 2016 and according to theinformation and explanations given to us during the course of the audit and on the basisof such checks of the books and records as were considered appropriate we report that:
(i) a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
b) As explained to us the fixed assets have been physically verified by the managementat the year end which in our opinion is reasonable considering the size of the companyand the nature of its assets. The frequency of verification is reasonable and nodiscrepancies have been noticed on such physical verification.
c) According to the information & explanation given to us and on the basis of ourexamination of records of the company the title deeds of immovable properties are held inthe name of the company.
(ii) The inventories have been physically verified by the management during the year atreasonable intervals. Discrepancies noticed on physical verification of inventories ascompared to book records were not material and have been properly dealt with in the booksof account.
(iii) a) During the year the Company has not granted any Loan secured or unsecured toany party covered in the registered maintained under section 189 of the Companies Act2013
b) In view of our comments in para (iii) (a) above clauses 3 (iii) (a) (b) and (c) ofthe said Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation given to ussection 185 and section 186 ofthe Companies Act 2013 is not applicable since the Companyhas not granted any loan nor made any investm ents during the year.
(v) Based on our scrutiny of the company's records and according to the information andexplanation provided by the management in our opinion the company has not accepted anyloan or deposits which are "Deposits" within the meaning of rule 2 (b) oftheCompanies (Acceptance ofthe deposits) rules 2014.
(vi) As per explanation & information given to us the Central Government has notprescribed for the maintenance of cost records as required under section 148 (1) of theCompanies Act 2013.
(vii) a) According to the records of the Company amount deducted/accrued in the booksof accounts in respect of the undisputed statutory dues including Provident FundEmployee's State Insurance Income tax Sales tax Service tax Duty of Customs Duty ofExcise. Value Added Tax Cess and other Statutory Dues to the extent applicable to theCompany have been regularly deposited with the appropriate authorities. According to theinformation and explanations given to us there are no undisputed amount payable inrespect of such statutory dues which have remained outstanding as at 21stMarch. 2017 for a period mere than six months from the date they became payable.
b According to the information and explanations given to us disputed dues of Income
Tax Sales Tax Service Tax Duty of Custom Duty of Excise and Value Added Tax whichhave not been deposited on account of disputes with the related authorities are as under.
|Nature of Liability ||Amount (Rs.) ||Period to which matter pertains ||Forum at which dispute is pending |
|Income Tax ||994122 ||A.Y. 2003-04 ||ITAT |
| ||121446007 ||A.Y. 2008-05 ||CIT (A) (Remanded back from ITAT) |
| ||265398 ||A.Y. 2012-13 ||CIT (A) |
(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. Accordinglyparagraph 3 (viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.
(x) According to the information & explanations given to us no fraud by thecompany or on the company by its officers or employees has been noticed or repo-ted duringthe course of our audit.
(xi) Since the Company has not paid/provided for any managerial remuneration during theyear paragraph 3 (xi) of the Order is not applicable to the Company.
(xii) In our opinion and according to the information and explanations given to us theCompany 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 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 give 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 noncashtransactions with directors or persons connected with him. Accordingly paragraph 3 (xv]of the Order is not applicable.
(xvi] In our opinion and according to the information and explanation given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.
Firm's Registration No. 112081W/W100184
Mem. No. 44739
Place: Mumbai Date: 30th May 2017
Annexure "B" to the Independent Auditor's Report of even date on thefinancial statements of Automobile Products of India Limited for the year ended 31stMarch 2017.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 ofthe Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of AutomobileProducts of India Limited ("the Company") as of March 31 2017 in conjunctionwith our audit of the financial statements ofthe 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
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) ofthe 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 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.
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 issued by the Institute of CharteredAccountants of India.
Firm's Registration No. 112081W/W100184
Mem. No. 44739
Date: 30th May 2017