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Motherson Sumi Systems Ltd.

BSE: 517334 Sector: Auto
NSE: MOTHERSUMI ISIN Code: INE775A01035
BSE 00:00 | 15 Feb 130.60 -4.55
(-3.37%)
OPEN

135.20

HIGH

136.45

LOW

128.65

NSE 00:00 | 15 Feb 130.75 -4.80
(-3.54%)
OPEN

135.55

HIGH

135.80

LOW

128.60

OPEN 135.20
PREVIOUS CLOSE 135.15
VOLUME 320376
52-Week high 239.40
52-Week low 127.50
P/E 48.73
Mkt Cap.(Rs cr) 41,242
Buy Price 129.20
Buy Qty 201.00
Sell Price 130.60
Sell Qty 726.00
OPEN 135.20
CLOSE 135.15
VOLUME 320376
52-Week high 239.40
52-Week low 127.50
P/E 48.73
Mkt Cap.(Rs cr) 41,242
Buy Price 129.20
Buy Qty 201.00
Sell Price 130.60
Sell Qty 726.00

Motherson Sumi Systems Ltd. (MOTHERSUMI) - Auditors Report

Company auditors report

To

The Members of

Motherson Sumi Systems Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Motherson SumiSystems Limited ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss including the statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act. read with the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial 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 standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit ofthe standalone financial statements in accordance with the Standards on Auditing issuedby the Institute of Chartered Accountants of India as specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement. An audit involves performing procedures to obtainaudit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error. In making those risk assessments the auditor considers internal financialcontrol relevant to the Company's preparation of the standalone financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone financialstatements. We believe that the audit evidence we have obtained is su3 icient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone 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 a3 airs of the Company as at March31 2018 its profit including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Other Matter

The financial statements of the Company for the year ended March 31 2017 included inthese standalone financial statements have been audited by the predecessor auditor whoexpressed an unmodified opinion on those statements on May 19 2017.

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 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

2. 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 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312018 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of section 164 (2) ofthe Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone financial statements and theoperating effectiveness of such controls refer to our separate Report in "Annexure2" to this report;

(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 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 on its financialposition in its standalone financial statements – Refer Note 20 and Note 43 to thestandalone financial statements;

ii. The Company has made provision as required

under the applicable law or accounting standards for material foreseeable losses ifany on long-term contracts including derivative contracts – Refer Note 36 to thestandalone financial statements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Pankaj Chadha

Partner

Membership Number: 091813

Place of Signature: Noida

Date: May 23 2018

Annexure 1 referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date Re: Motherson Sumi SystemsLimited (the "Company")

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

(i) (b) All fixed assets were physically verified by the management in the previousyear in accordance with a planned programme of verifying them once in three years whichin our opinion is reasonable having regard to the size of the Company and the nature ofits assets. No material discrepancies were noticed on such verification.

(i) (c) According to the information and explanations given by the management thetitle deeds of immovable properties included in property plant and equipment are held inthe name of the Company.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the frequency of verification is reasonable. No material discrepancies werenoticed on such physical verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of clause 3(iii)(a) (b) and (c) of theOrder are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 185 and 186 of the Companies Act 2013 in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the Company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable. (vi) We havebroadly reviewed the books of account maintained by the Company pursuant to the rules madeby the Central Government for the maintenance of cost records under section 148(1) of theCompanies Act 2013 related to the manufacture of its products and related services andare of the opinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees' state insurance income-tax sales-tax service tax duty of custom duty of excise value added tax goods and service taxcess and other statutory dues applicable to it.

(vii) (b) According to the information and explanations given to us no undisputedamounts payable in respect of provident fund employees' state insurance income-taxservice tax sales-tax duty of custom duty of excise value added tax goods and servicetax cess and other statutory dues were outstanding at the year end for a period of morethan six months from the date they became payable.

(vii) (c) According to the records of the Company the dues outstanding of income-taxsales-tax service tax customs duty excise duty or value added tax on account of anydispute are as follows:

Name of the statute Nature of dues Amount (` million)* Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 13 2002303 Supreme Court
Income Tax Act 1961 Income Tax 20 2003304 to 2005306 High Court
Income Tax Act 1961 Income Tax 30 2010311 & 2011312 Income tax appellate Tribunal
Income Tax Act 1961 Income Tax 21 2003304 to 2004305 2006307 & 2008309 Commissioner of Income Tax (Appeals)
Name of the statute Nature of dues Amount (` million)* Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 15 2014315 Dispute resolution panel (DRP)
U.P. VAT Act 2008 Value Added Tax & Sales Tax 1 2013314 Assessing O3 icer
U.P. VAT Act 2008 Value Added Tax & Sales Tax 1 2017318 Additional commissioner (Appeals)
Karnataka VAT Act 2003 Value Added Tax & Sales Tax 2 2008309 High Court
Central Excise Act 1944 Excise 4 2011312 & 2014315 to 2015316 Additional Commissioner
Central Excise Act 1944 Excise 4 2007308 & 2012313 to 2013314 Commissioner (Appeals)
Central Excise Act 1944 Excise 8 2012313 High Court
Central Excise Act 1944** Excise 0 2011312 CESTAT
Central Excise Act 1944 Excise 2 2012313 to 2013314 Commissioner
Finance Act 1994 Service tax 2 1999300 to 2000301 High Court
Finance Act 1994 Service tax 7 2010311 Additional Commissioner
Finance Act 1994 Service tax 5 2009310 to 2014315 Commissioner (Appeals)
Finance Act 1994 Service tax 14 2007308 2009310 2010311 & 2015316 CESTAT
Finance Act 1994** Service tax 0 2009310 Deputy Commissioner
Finance Act 1994 Service tax 2 2002303 to 2003304 & 2010311 Commissioner

* The amounts are net of advances

** Amount is below the rounding o3 norm adopted by the Company

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowing to a bank.The Company does not have any dues outstanding to debenture holder or financialinstitution or government in the nature of loan or borrowing.

(ix) According to the information and explanations given by the management the Companyhas not raised any money way of initial public offer / further public offer / debtinstruments and term loans hence reporting under clause (ix) is not applicable to theCompany and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the o3 icers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) In our opinion the Company is not a nidhi Company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the notes tothe financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us the provisions ofsection 45fiA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Pankaj Chadha

Partner

Membership Number: 091813

Place of Signature: Noida

Date: May 23 2018

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF MOTHERSON SUMI SYSTEMS LIMTED

(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act") Wehave audited the internal financial controls over financial reporting of Motherson SumiSystems Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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 e3 icient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. 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 over financialreporting with reference to these standalone financial statements was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence we have obtained is su3 icient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to theseFinancial Statements

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting WithReference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility 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 over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols over financial reporting with reference to these standalone financial statementsand such internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as at March 31 2018 based onthe 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 S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Pankaj Chadha

Partner

Membership Number: 091813

Place of Signature: Noida

Date: May 23 2018