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Igarashi Motors India Ltd.

BSE: 517380 Sector: Auto
NSE: IGARASHI ISIN Code: INE188B01013
BSE 00:00 | 26 Nov 473.90 -29.60
(-5.88%)
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496.35

HIGH

498.20

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467.70

NSE 00:00 | 26 Nov 474.45 -28.05
(-5.58%)
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495.00

HIGH

499.00

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OPEN 496.35
PREVIOUS CLOSE 503.50
VOLUME 7574
52-Week high 612.20
52-Week low 262.85
P/E 44.92
Mkt Cap.(Rs cr) 1,492
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 496.35
CLOSE 503.50
VOLUME 7574
52-Week high 612.20
52-Week low 262.85
P/E 44.92
Mkt Cap.(Rs cr) 1,492
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Igarashi Motors India Ltd. (IGARASHI) - Auditors Report

Company auditors report

To

The Members of Igarashi Motors India Limited Report on the Audit of the FinancialStatements OPINION

We have audited the financial statements of Igarashi Motors India Limited ("theCompany") which comprise the Balance Sheet as at March 31 2021 and the statementof Profit and Loss (including other comprehensive income) statement ol changes in equityand statement of cash flows for the year then ended and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information (hereinafter referred to as "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 theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

BASIS FOR OpINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of 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 is sufficient and appropriate to provide a basisfor our opinion on the financial statements.

KEY AuDIT MATTERS

Key Audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

The key audit matter How the matter was addressed in our audit
Related party transactions In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
(Refer note 38 to the financial statements) - To obtain an understanding of the Company's related party relationships and transactions we obtained a list of related party relationships and significant related party transactions (RPT) from the management. We also made inquiries of management regarding the identity of the related parties including changes from the prior year and the nature of relationships and of the transactions with them. We also maintained alertness regarding related party information when examining records or documents regarding undisclosed related party relationships or transactions.
Related party transactions are regulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as well as Companies Act 2013. In addition the relevant accounting standards require specific disclosures of related parties and transactions with them to be made in the financial statements. - We evaluated the design implementation and operating effectiveness of key internal controls over identification and authorisation of significant related party transactions.
Majority of the revenues of the Company is derived from related parties. - Evaluated compliance of such related party transactions with applicable laws and regulations. Tested whether the pricing of related party transaction's is at arm's length with the help of our transfer pricing specialists.
We identified related party transactions as a key audit matter due to the significance of the amounts the frequency of such transactions and risk of non-compliance with various regulations. - Evaluated the rights and obligations as per the terms and conditions of the agreements. Tested whether the accounting is in line with the requirements of applicable accounting standards..
- Assessed the adequacy and appropriateness of the disclosures made in accordance with the relevant accounting standard and applicable laws and regulations.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our Auditor's Reportthereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit/ loss and othercomprehensive income changes in equity and cash flows 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. This responsibility alsoincludes

maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring accuracy and completeness of the accounting records relevant to the preparationand presentation of the financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the financial statements the Management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an Auditor's Report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and

are considered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of thesefinancial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls with reference to financial statements in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of Management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our Auditor's Report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourAuditor's Report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (AuditorsRs.Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) 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 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 the statement of profit and loss (including other comprehensiveincome) the statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312021 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) 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 has disclosed the impact of pending litigations as at March 31 2021 onits financial position in its financial statements - Refer Note 37 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.

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from November 8 2016 to December 30 2016 havenot been made in these financial statements since they do not pertain to the financialyear ended March 312021.

(C) With respect to the matter to be included in the Auditor's Report under Section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS OF IGARASHIMOTORS INDIA LIMITED

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirementsRs.section of our report of even date)

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically verified during the year and no material discrepancies were noticedon such verification.

(c) According to the information and explanations given to us and based on theexamination of records produced by the Company the title deeds of the immoveableproperties included in fixed assets is in the name of the Company.

(ii) Inventories apart from goods in transit have been physically verified by theManagement during the year and the discrepancies noticed on such verification between thephysical stock and book records were not material. In our opinion the frequency of suchverification is reasonable. In respect of inventory lying with third parties these havesubstantially been confirmed by them.

(iii) According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register required under Section 189 of theAct. Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of Section 186 of the Act with respect to the investmentsmade. The Company has not granted any loans or provided any guarantee or security to theparties covered under Section 185 and 186 of the Act. Accordingly to that extentparagraph 3(iv) of the Order is not applicable to the Company.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the public within the meaning of the directives issued by theReserve Bank of India provisions of Section 73 to 76 of the Act any other relevantprovisions of the Act and the relevant rules framed thereunder. Accordingly paragraph3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the Companies (Cost Records and Audit) Rules 2014 as amended prescribed by theCentral Government under Section 148 of the Act and are of the opinion that prima faciethe prescribed accounts and records have been made and maintained. However we have notmade a detailed examination of such records.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company amountsdeducted/accrued in the books of account in respect of undisputed statutory dues includingprovident fund income-tax duty of customs goods and services tax employeesRs.stateinsurance cess and other material statutory dues have generally been regularly depositedduring the year by the Company with the appropriate authorities. As explained to us theCompany did not have any dues on account of sales tax service tax value added tax dutyof excise.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income-tax duty of customs goods and services taxemployeesRs.state insurance and other material statutory dues were in arrears as at March31 2021 for a period of more than six months from the date they became payable other thanthe following dues:

Name of the Statute Nature of the Dues Amount (Rs.in lakhs) Financial year to which the amount relates Due date
The EmployeesRs.Provident Funds and Miscellaneous Provisions Act 1952 Provident fund 24.95 2018-19 April 15 2019

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax value added tax duty of excise duty of customs and service taxwhich have not been deposited with the appropriate authorities on account of any disputesother than the following dues:

name of the Statute Nature of the Dues Amount (Rs.in lakhs) Amount paid under protest (Rs.in lakhs) Financial year to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 16.61 10.00 2011-12 Commissioner of Income Tax (Appeals) /
Income Tax Act 1961 Income Tax 12.18 - 2012-13 DCIT (AO) Commissioner of Income Tax (Appeals) / DCIT (AO)

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to banks. TheCompany did not have any dues to debenture holders or loans or borrowings from thefinancial institutions or Government.

(ix) According to the information and explanations given to us the Company has notraised any money by way of initial public offer or further public offer (including debtinstruments) during the year. The term loans raised by the Company have been applied forthe purpose for which they were raised.

(x) According to the information and explanations given to us no fraud by the Companyor material fraud on the Company by its officers or employees has been noticed or reportedduring the year.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals as per provision of Section 197read with Schedule V to the Act.

(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 to the Company.

(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 given 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 to the Company.

(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

non-cash transactions with directors or persons connected with him. Accordinglyparagraph 3(xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934.

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS OF IGARASHIMOTORS INDIA LIMITED

Report on the internal financial controls with reference to the aforesaid financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013

(Referred to in paragraph (f) under ‘Report on Other Legal and RegulatoryRequirementsRs.section of our report of even date)

OPINION

We have audited the internal financial controls with reference to financial statementsof Igarashi Motors India Limited ("the Company") as of March 31 2021 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at March 31 2021 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 (hereinafter referred to as"the Act").

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed underSection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 withreference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A Company's internal financial controls with reference to financial statements 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 controlswith reference to financial statements include those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of Management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANcIALSTATEMENTS

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the

possibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls with reference to financial statementsto future periods are subject to the risk that the internal financial controls withreference to financial statements may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

for B S R & Co. LLP Chartered Accountants

Firm Registration Number: 101248W/W-100022

Harsh Vardhan Lakhotia

Partner

Membership No. 222432

ICAI UDIN: 21222432AAAABM5321

Place: Chennai

Date: May 25 2021

.