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Mazda Ltd.

BSE: 523792 Sector: Engineering
NSE: MAZDA ISIN Code: INE885E01034
BSE 00:00 | 18 Dec 299.90 2.20
(0.74%)
OPEN

300.00

HIGH

300.00

LOW

294.15

NSE 00:00 | 18 Dec 299.00 3.85
(1.30%)
OPEN

290.65

HIGH

308.40

LOW

290.65

OPEN 300.00
PREVIOUS CLOSE 297.70
VOLUME 100
52-Week high 525.15
52-Week low 270.90
P/E 13.47
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 300.00
CLOSE 297.70
VOLUME 100
52-Week high 525.15
52-Week low 270.90
P/E 13.47
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mazda Ltd. (MAZDA) - Auditors Report

Company auditors report

TO THE MEMBERS OF MAZDA LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of MAZDA LIMITED('the Company') which comprise the Balance Sheet as at 31st March 2018 and theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS 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 of these IndAS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the Indian Accounting Standards ('Ind AS')prescribed under Section 133 of the Act read with the Companies ( Indian AccountingStandard) Rules 2015 as amended and other accounting principles generally accepted inIndia.

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 Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under and orderissued under section 143(11) of the Act.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial controls relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and givea true and fair view in conformity with the IndAS and other accounting principles generally accepted in India of the state of affairs ofthe Company as at 31st March 2018 and its profit total comprehensive income its cashflows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31st March2017 and the transition date opening Balance Sheet as at 1st April 2016 included in theseInd AS financial statements are based on the previously issued statutory financialstatements prepared in accordance with the Companies (Accounting Standards) Rules 2006audited by the predecessor auditor whose report for the year ended 31st March 2017 and31st March 2016 dated 30th May 2017 and 30th May 2016 respectively expressed anunmodified opinion on those financial statements as adjusted for the differences in theaccounting principles adopted by the Company on transition to the Ind AS which have beenaudited by us.

Our opinion on the Ind AS financial statements and our report on Other Legal andRegulatory Requirements below is not modified in respect of these matters.

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 Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.

2. As required by Section 143(3) of the Act based on our audit we report to theextent 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;

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisreport are in agreement with the relevant books of account;

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164(2)of the Act;

f) 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's Internal Financial Controls overfinancial reporting.

g) 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 financialposition in its Ind AS financial statements -Refer Note 38 to the financial statements.

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.

For Mayank Shah& Associates
Chartered Accountants
Firm Registration No: 106109W
M.S. SHAH
Ahmedabad Partner
May 29 2018 Membership No. 044093

Annexure - A to the Independent Auditors' Report

(Referred to the paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals having regard to thesize of the company nature and value of its assets. According to the information andexplanation given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to information and explanations given to us and on thebasis of an examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

ii. The inventory except goods-in-transit has been physically verified by theManagement at reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable. For goods-in-transit at year end relevant evidences have beenobtained. The discrepancies noticed on verification between the physical stocks and thebook records were not material and have been dealt with in books of account.

iii. In our opinion and according to information & explanation given to us thecompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnership or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of Clause (iii) of paragraph 3of the order are not applicable to the Company.

iv. In our opinion and according to information and explanations given to us theCompany has complied with provisions of Sections 185 and 186 of the Act in respect ofloans investments guarantees and security.

v. According to the information and explanations given to us the Company has notaccepted any deposit nor has any unclaimed deposit within the meaning of the provisions ofSections 73 to 76 or any other relevant provision of the Act and the rules framed thereunder. Accordingly the provisions of Clause (v) of paragraph 3 of the Order are notapplicable to the Company.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuantto the rules prescribed by the Central Government for the maintenance of cost recordsunder subsection (1) of section 148 of the Act and are of the opinion that prima faciethe prescribed accounts and records have been made and maintained. We have not howevermade a detailed examination of the same.

vii. a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including Provident Fund Employees' State Insurance IncomeTax Sales Tax Service Tax Duty of Customs Duty of Excise Value Added Tax Goods andService tax cess and any other material statutory dues as applicable with theappropriate authorities.

b) According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income Tax Sales TaxService Tax Duty of Customs Duty of Excise Value Added Tax Goods and Service tax Cessand any other material statutory dues were in arrears as at 31st March 2018 for a periodof more than six months from the date they became payable.

c) According to the information and explanations given to us details of dues towardsIncome Tax and Service Tax which have not been deposited by the Company on account ofdisputes are as follows

Name of the Statute Nature of the Dues Amount (in Rs.) Period to which amount relates Forum where dispute is pending
Income tax Act 1961 Income Tax 1401977 A.Y. 2011-12 to 2014-15 Commissioner of Income Tax (Appeals)
Service tax Service Tax penalty 1417325 F.Y. 2012-13 to 2013-14 Customs Excise & Service Tax Appellate Tribunal

According to the information and explanations given to us there are no dues of Salestax Excise Duty Custom Duty Value Added Tax and Cess which have not been deposited withthe appropriate authorities on account of any dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks. The Companydoes not have any loans or borrowings from financial institutions or government and hasnot issued any debentures.

ix. The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans during the year. Accordingly theprovisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

xi. In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of the Section 197 read 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 the provisions of Clauses (xii) of paragraph 3 of the Order are notapplicable to the Company.

xiii. In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the Ind AS financial statements as required by the applicable accountingstandards.

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.

xv. In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transaction with theDirectors or Persons connected with its Directors and covered under Section 192 of theAct. Accordingly the provisions of Clause (xv) of paragraph 3 of the Order are notapplicable to the Company.

xvi. According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly Clause (xvi) of paragraph 3 of the Order is not applicable to the Company.

For Mayank Shah& Associates
Chartered Accountants
Firm Registration No: 106109W
M.S. SHAH
Ahmedabad Partner
May 29 2018 Membership No. 044093

Annexure-B to the Independent Auditors' Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

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 of MazdaLimited (the "Company") as of 31st March 2018 in conjunction with our audit ofthe Ind AS financial statements of the 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's Internal Financial Controlover Financial Reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered accountantsof India and the Standards on Auditing prescribed undersection 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of Internal Financial Controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate InternalFinancial Control 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 Control over Financial Reporting includedobtaining an understanding of Internal Financial Control 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 Control 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 Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles.

A Company's Internal Financial Control over Financial Reporting includes those policiesand 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 Ind AS financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of Internal Financial Controls system 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 Internal FinancialControls over Financial Reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2018 based on the criteria forinternal financial controls over financial reporting 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 Mayank Shah& Associates
Chartered Accountants
Firm Registration No: 106109W
M.S. SHAH
Ahmedabad Partner
May 29 2018 Membership No. 044093