To the members of
Bombay Cycle & Motor Agency Ltd.
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements ofBombay Cycle & Motor Agency Ltd. ("the Company") which comprise the BalanceSheet as at 31st March 2022 and the Statement of Profit and Loss (including thestatement of other comprehensive income) Statement of changes in Equity and Statement ofCash Flow for the year ended and notes to standalone financial statement includingsummary of significant accounting policies and other explanatory information (hereinafterreferred to as the "standalone financial statement").
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act read with the companies (IndianAccounting Standards) Rules 2015 as amended ("Ind AS") and other accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2022 its profit including other comprehensive income changes in equity and itscash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing (SAs) specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone Financial Statements' section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters ('KAM') are those matters that in our professionaljudgment were of most significance in our audit of the Standalone Financial Statementsfor the financial year ended March 31st 2022. These matters were addressed inthe context of our audit of the Standalone Financial Statement as a whole and in formingour opinion thereon and we do not provide a separate opinion on this matter.
We have determined the matters described below to be the key auditmatter to be communicated in our report.
Description of Key Audit Matter
|Investments under Current and Non-Current Assets including valuation of Current Assets Refer to Note No. 2 Note No.3 and Note No. 7 ||Our audit work included the following audit procedures over managements classification and valuation of investments held by the Company: |
|During the year company acquired 50% stake in a Joint Venture (JV) company named Walchand Sun Advanced Composites Private Limited. ||- We understood assessed and tested the design and operating effectiveness of the key controls over the investment functions carried out by the Company. |
|As the Company's investment portfolio becomes more diversified there is an underlying need to examine whether the investments have been properly classified and valued appropriately. ||- Obtained details of all the investments classified under current and non-current assets and the data available with the management i.e. market/quoted prices and NAV as on the year end; |
|The valuation of financial investments held at fair value is based on a range of inputs. Many of the inputs required can be obtained from readily available primary/ secondary market prices and rates. Where observable market data is not available for example when determining the valuation of certain infrastructure debt estimates must be developed based on the most appropriate source data and are subject to a higher level of judgment or Independent third-party valuers report can be relied upon ||- Discussed and evaluated classification of investment into current and non-current assets with appropriate senior management. |
| ||- Assessed whether the valuation process is appropriately designed and captures relevant valuation inputs. |
| ||- Where readily observable data was available we sourced that independently and compared it to the company's valuation. |
| ||- Assessed that there was no permanent diminution in value of non-current investments |
| ||Based on the above procedures management's classification of investments into current and noncurrent assets and the valuation methodology are considered to be reasonable |
Information other than the Standalone Financial Statement and AuditorsReport Thereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual Reportbut does not include standalone financial statements and auditor's report thereon.
Our opinion on the Standalone Financial Statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information and in doing so consider whethersuch other information is materially inconsistent with the standalone financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Management and Board of Directors are responsible for thematters stated in section 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that gives a true and fair view ofthe financial position financial performance including other comprehensive income cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the Standalone Financial Statement management and boardof directors are responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company orto cease operations or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone FinancialStatement
Our objectives are to obtain reasonable assurance about whether theStandalone Financial Statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
(b) Obtain an understanding of internal controls relevant to the auditin order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
(d) Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
(e) Evaluate the overall presentation structure and content of theStandalone Financial Statements including the disclosures and whether the StandaloneFinancial Statements represents the underlying transactions and events in a manner thatachieves fair presentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements for the financial year ended March 31st 2022 and aretherefore the key audit matters. We describe these matters in our auditors' report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. (A) As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including thestatement of other comprehensive income the Cash Flow Statement of Changes in Equitydealt with by this Report are in agreement with the books of accounts;
d) In our opinion the aforesaid Standalone Financial Statements complywith the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March 2022 from beingappointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls withreference to these Standalone Financial Statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B"
g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirement of section 197(16) of the Act as amended:
In our opinion and according to the information and explanations givento us the remuneration paid by the company to its directors during the current year is inaccordance with the provisions of section 197 of the act. The remuneration paid to anydirector is not in excess of the limit laid down under section 197 of the act.
h) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31stMarch 2022 on its financial position in its standalone financial statements;
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company
iv. (a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested ( either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries
(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11 (e) as providedunder (a) and (b) above contain any material misstatement.
v. The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.
For N. G. THAKRAR & CO
Firm Registration Number: 110907W
N. G. THAKRAR
UDIN : 22036213AJSQAK4372
Annexure - A' to the Independent Auditors' Report
The Annexure referred to in paragraph 1 of the independent Auditors'Report to the members of BOMBAY CYCLE & MOTOR AGENCY LIMITED on the FinancialStatement for the year ended March 31st 2022.
I. In respect of Company's Property Plant & Equipment:
a. (i) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant &Equipment.
(ii) The Company has maintained proper records showing full particularsof intangible assets.
b. The Company has a regular programme of physical verification of itsfixed assets by which all the assets have been physically verified by the managementduring the year at regular intervals which in our opinion is reasonable having regard tothe size of the company and the nature of its assets. According to the information andexplanation given to us no material discrepancies were noticed on such verification.
c. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of company.
d. The Company has not revalued its Property Plant & Equipment(including right-of -use assets) and intangible assets during the year.
e. No proceedings have been initiated during the year or are pendingagainst the Company as at March 31st 2022 for holding any benami propertyunder the Benami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules madethereunder
II. In respect of Company's Inventory
a. The physical verification of inventory has been conducted atreasonable intervals by the management. In our opinion the procedures for physicalverification of inventory followed by the management are reasonable and adequate inrelation to the size of the company and nature of business. The company is maintainingproper records of inventory and no material discrepancy of 10% or more in the aggregatefor each class of inventory were noticed on physical verification.
b. During the year the company has not sanctioned any working capitallimits in excess of ? 5 crore in aggregate at any points of time during the year frombanks or financial institutions on the basis of security of current assets and hencereporting under clause 3(ii)(b) of the Order is not applicable.
III. a. The Company has granted unsecured loans to its Joint VentureCompany during the year amounting to Rs. 35000000 for a period of three years.
b. In our opinion the investments made and the terms and conditions ofthe grant of loans during the year are prima facie not prejudicial to the Company'sinterest.
c. In respect of loans granted by the Company the schedule ofrepayment of principal and payment of interest has been stipulated and the repayments ofprincipal amounts and receipts of interest are generally been regular as per stipulation.
d. In respect of loans granted by the Company there is no overdueamount remaining outstanding as at the balance sheet date.
e. No loan granted by the Company which has fallen due during the yearhas been renewed or extended or fresh loans granted to settle the over dues of existingloans given to the same parties.
f. The Company has not granted any loans or advances in the nature ofloans either repayable on demand or without specifying any terms or period of repaymentduring the year. Hence reporting under clause 3(iii)(f) is not applicable
IV. The Company has complied with the provisions of Sections 185 and186 of the Companies Act 2013 in respect of loans granted investments made andguarantees and securities provided as applicable.
V. The Company has not accepted any deposits from the public during theyear within the meaning of sections 73 to 76 of the Act or any other relevant provisionsof the Act and the rules framed there under and therefore provisions of paragraph 3(v) ofthe Order is not applicable to the Company.
VI. The Central Government has not prescribed the maintenance of costrecords under section 148(1) of the Act for any of the services rendered by the Company.
VII. According to the information and explanation given to us inrespect of statutory dues:
a. The Company has generally been regular in depositing undisputedstatutory dues including provident fund employees' state insurance income-tax goods andservice tax cess and other material statutory dues as applicable to the Company.
b. According to the information and explanations given to us and basedon records examined by us the particulars of dues of income Tax service Tax and duty ofexcise not paid as on 31st March 2022 on account of dispute are as follows: -
|Name of the Statue ||Nature of the Dues ||Amount (' in lakhs) ||Period to which the amount relates ||Forum where the dispute is pending |
|Central Excise ||Excise ||6.00 ||- ||CESTAT |
VIII. There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).
IX. To the best of our knowledge and according to the information andexplanations given to us
a. The Company does not have any loans or borrowings from banks orfinancial institutions government and has not issued any debentures. Accordinglyparagraph 3(ix)(a) of the order is not applicable.
b. The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.
c. The Company has not taken any term loan during the year and thereare no outstanding term loans at the beginning of the year and hence reporting underclause 3(ix)(c) of the Order is not applicable.
d. On an overall examination of the financial statements of theCompany funds raised on short term basis have prima facie not been used during the yearfor long-term purposes by the Company.
e. On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries.
f. The Company has not raised any loans during the year and hencereporting on clause 3(ix)(f) of the Order is not applicable.
X. a. The Company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) and term loans during the year.Accordingly Paragraph 3(ix) of the order is not applicable.
b. The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debenture during the year
XI. a. No fraud by the Company or no material fraud on the Company byits officers or employees has been noticed or reported during the year.
b. No report under sub-section (12) of section 143 of the Companies Acthas been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government during the year and upto the date of this report.
c. No whistle blower complaints were received by the Company during theyear (and upto the date of the report) while determining the nature timing and extent ofour audit procedures
XII. The Company is not a Nidhi company and hence reporting underclause (Xii) of the Order is not applicable.
XIII. In our opinion 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. a. The company has an internal audit system commensurate with thesize and nature of its business.
b. We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.
XV. In our opinion the Company has not entered into non cashtransactions with directors or persons connected with its directors. And hence provisionsof section 192 of the companies Act 2013 are not applicable to the Company.
XVI. a. In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable
b. In our opinion there is no core investment company within the Group(as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
XVII. The Company has not incurred cash losses in the financial yearand in the immediately preceding financial year.
XVIII. There has been no instance of resignation of the statutoryauditors during the year.
XIX. On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.
XX. In our opinion and according to information and explanation givento us provision of Section 135 is not applicable to the Company
XXI. There have not been any qualifications or adverse remarks by therespective auditors in the Companies (Auditor's Report) Order (CARO) reports of thecompanies included in the consolidated financial statements.
For N. G. THAKRAR & CO
Firm Registration Number: 110907W
N. G. THAKRAR
UDIN : 22036213AJSQAK4372
Annexure - B' to the Independent Auditors' Report
(Referred to in paragraph 2(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date for the year ended March 31st2022)
Report on the Internal Financial Controls over Financial Reportingunder Clause
(i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")
We have audited the internal financial controls over financialreporting of Bombay Cycle & Motor Agency Ltd ("the Company") as of March 31st2022 in conjunction with our audit of the standalone 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 andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India (the'Guidance Note'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors' judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that:
1) Pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;
2) Provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and
3) Provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to theexplanations given to us 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 31st 2022based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.
For N. G. THAKRAR & CO
Firm Registration Number: 110907W
N. G. THAKRAR
UDIN : 22036213AJSQAK4372