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NDR Auto Components Ltd.

BSE: 543214 Sector: Auto
NSE: NDRAUTO ISIN Code: INE07OG01012
BSE 00:00 | 26 Oct 374.75 17.80
(4.99%)
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365.00

HIGH

374.75

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360.00

NSE 00:00 | 26 Oct 373.20 17.75
(4.99%)
OPEN

362.00

HIGH

373.20

LOW

361.00

OPEN 365.00
PREVIOUS CLOSE 356.95
VOLUME 1269
52-Week high 438.50
52-Week low 124.00
P/E 21.76
Mkt Cap.(Rs cr) 223
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 365.00
CLOSE 356.95
VOLUME 1269
52-Week high 438.50
52-Week low 124.00
P/E 21.76
Mkt Cap.(Rs cr) 223
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NDR Auto Components Ltd. (NDRAUTO) - Auditors Report

Company auditors report

To The Members of NDR Auto Components Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone _financial statements of NDR AutoComponents Limited ("the Company") which comprise the Balance Sheet as at March31 2020 the Statement of Profit and Loss (including Other Comprehensive Loss) theStatement of Changes in Equity and the Statement of Cash Flows for the 15 months periodthen ended and notes to the standalone _financial statements including a summary ofsignitificant accounting policies and other explanatory information (hereinafter referredto as "the standalone _financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone _financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2020 and its profit including othercomprehensive loss changes in equity and its cash _ows for the 15 months period ended onthat date.

Basis for Opinion

We conducted our audit of the standalone _financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditors' Responsibilitiesfor the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the standalone _financial statements under the provisions of theAct and the Rules made there under and we have fufilled 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.

Emphasis of Matter

1. We draw attention to Note No. 37 to the standalone financial statements in respectto arrangement between Sharda Motor Industries Limited (Demerged Company) and NDR AutoComponents Limited (Resulting Company) and their respective shareholders and creditorsunder sections 230 to 232 of the Companies Act 2013 read with Section 66 of the CompaniesAct 2013 as approved by the Hon'ble Bench of NCLT New Delhi on February 20 2020 theAutomobile Seating Undertaking of the Sharda Motor Industries Limited has been demergedand transferred to NDR Auto Components Limited with effect from closing business hours ofDecember 31 2018 (the Appointed Date).

2. We draw attention to Note No. 41 of the standalone financial statements whichdescribes the possible effect of uncertainties relating to COVID-19 pandemic on theCompany's financial performance as assessed by the management. Our opinion is not modifiedin respect of the above matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignitificance in our audit of the standalone _financial statements of the current period.These matters were addressed in the context of our audit of the standalone _financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matter described below to be thekey audit matter to be communicated in our report.

Sr. No. Key Audit Matter Auditors' Response
1. Completeness and measurement of Contingent Liabilities arising from disputed matters Our audit procedure included the following:
In the standalone _financial statements contingent liabilities arising from disputed matters as reported under the Note No. 19.1 to the standalone _financial statements for the 15 months period ended 31.03.2020. ? We discussed with the management regarding the internal control system for identifying and estimating such contingent liabilities as well as the reporting of such contingent liabilities in the standalone _financial statements.
From our point of view this matter was of particular importance for our audit because the recognition and measurement of this material item to a large extent based on the estimates and assumptions made by the Company's management. ? Obtained a detailed understanding and assumptions applied for considering these matters as contingent liabilities through discussion with the management of the Company. Assessed management's estimate of the possible outcome of the disputed cases.
? In addition we engaged our internal expert to assess the appropriateness of Company's assumption and explanations for these matters.
? In light of the above we reviewed and veritified the adequacy of disclosures made for these matters in the standalone _financial statements.

Information Other than the Standalone Financial Statements and Auditors' Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone _financial statements and our auditors' reportthereon. The Annual Report is expected to be made available to us after the date of thisauditors' report.

Our opinion on the standalone _financial statements does not cover the otherinformation and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone _financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe standalone _financial statements or our knowledge obtained during the course of ouraudit or otherwise appears to be materially misstated. When we read the Annual Report ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance.

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 Act with respect to the preparation of these standalone _financialstatements that give a true and fair view of the _financial position _financialperformance (including other comprehensive loss) changes in equity and cash _ows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian accounting Standards (Ind AS) specitified under section 133 of theAct. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internal_financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone _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 statements the management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe management either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. The Board of Directors is also responsible foroverseeing the Company's _financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone_financial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditors' report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to infiuence the economic decisions of userstaken on the basis of these standalone _financial statements. As part of an audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

. Identify and assess the risk of material misstatement of the standalone _financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is suficient 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 _financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal _financial controls system in place and the operatingeffectiveness of such controls.

. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

. Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significantdoubt 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 auditors' report to the related disclosures inthe standalone _financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditors' report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

. Evaluate the overall presentation structure and content of the standalone _financialstatements including the disclosures and whether the standalone _financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit _findings including anysignificant efficiencies 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 govern finance we determine thosematters that were of most signitificance in the audit of the standalone _financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditors' report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

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

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 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 Comprehensiveloss the Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport 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 the Companies(Indian Accounting Standards) Rules 2015 as amended.

e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualied ason March 31 2020 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 tothe _financial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B" to this report.

g) In our opinion and to the best of our information and according to the explanationsgiven to us there is no remuneration paid by the Company to its directors during theperiod. Accordingly provisions of section 197 of the Act are not applicable on theCompany.

h) With respect to the other matters to be included in the Auditors' 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 standalone _financial – refer Note 19.1 to the standalone _financialstatements

. ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses. iii. There were no amounts whichwere required to be transferred to the Investor Education and Protection Fund by theCompany.

For Gupta Vigg & Co.

Chartered Accountants

Firm's Registration Number: 001393N

(CA. Deepak Pokhriyal)

Partner

Membership Number: 524778

ICAI UDIN: 20524778AAAACS9606

Place of Signature: New Delhi

Date: October 23 2020

Annexure ‘A' To the Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone _financial statements for the 15 months period ended March 31 2020 wereport that: (i) In respect of _fixed assets:

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

(b) The Company has a regular programme of physical veritification of its _fixed assetsby which _fixed assets are veritified at periodic intervals. In our opinion thisperiodicity of physical veritification is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticed on suchveritification.

(c) On the basis of information and explanation provided by the management the titledeeds of immovable properties are held in the name of the Company.

(ii) On the basis of information and explanation provided by the managementinventories have been physically verified by the management during the period except forstock-in-transit and stocks lying with third parties. In our opinion the frequency ofsuch verification is reasonable. No material discrepancies were noticed on physicalverification of inventories by the management.

(iii) According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies _arms Limited LiabilityPartnerships (LLPs) or other parties covered in the register maintained under Section 189of the Act. Accordingly the provisions of paragraphs 3(iii)(a) 3(iii)(b) and 3(iii)(c)of the Order are not applicable.

(iv) According to the information and explanations given to us the Company has notentered into any transaction covered under section 185. The Company has complied with theprovisions of Sections 186 of the Act in respect of investments made. The Company has notgranted any loans and has not provided any guarantees or securities to parties coveredunder Section 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with theprovisions of Sections 73 to 76 of the Act and the rules framed there under. Accordinglyparagraph 3(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 rules prescribed by the Central Government for maintenance of cost records undersub-section (I) of Section 148 of the Act in respect of product covered and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the records.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company is generally regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income tax goods and service tax cess andother applicable statutory dues with the appropriate authorities though there has been aslight delay in a few cases.

There were no undisputed amounts payable in respect of provident fund employees' stateinsurance income tax goods and services tax cess and other applicable statutory dues inarrears as at March 31 2020 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax value added tax service tax goods and services tax duty ofcustoms and duty of excise which have not been deposited by the Company with theappropriate authorities on account of any disputes.

(viii) In our opinion and according to the information and explanations given to usthe Company has not taken any loans or borrowings from any _financial institution bank orgovernment nor has it issued any debentures. Accordingly paragraph 3(viii) of the Orderis not applicable to the Company.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the period. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its offencers or employees has been noticed or reported during theperiod.

(xi) According to the information and explanations given to us the Company has notpaid or provided for managerial remuneration during the period. Accordingly paragraph3(xi) of the Order is not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable 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 section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone _financial statements as required bythe applicable Indian Accounting

Standards.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the period. Accordingly paragraph3(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-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable tothe Company.

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 to the Members of NDR Auto ComponentsLimited)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") Opinion

We have audited the internal _financial controls with reference to _financialstatements of NDR Auto Components Limited ("the Company") as of March 31 2020in conjunction with our audit of the standalone _financial statements of the Company forthe 15 months period ended on that date.

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal _financial controlssystem with reference to _financial statements and such internal _financial controls withreference to _financial statements were operating effectively as at March 31 2020 basedon the internal _financial controls with reference to _financial statements 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.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal_financial controls based on the internal _financial controls with reference to _financialstatements 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(‘ICAl'). These responsibilities include the design implementation and maintenanceof adequate internal _financial controls that were operating effiectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable _financial information as required under the Companies Act 2013.

Auditors' 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 ouraudit in accordance with the Guidance Note on audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal _financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal _financial controls over _financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

For Gupta Vigg & Co.

Chartered Accountants

Firm's Registration Number: 001393N

(CA. Deepak Pokhriyal)

Partner

Membership Number: 524778

ICAI UDIN: 20524778AAAACS9606

Place of Signature: New Delhi

Date: October 23 2020

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal _financial controls system with reference to _financial statements and theiroperating effectiveness. Our audit of internal _financial controls with reference to_financial statements included obtaining an understanding of 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 auditors' judgment 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 systemwith reference to _financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal _financial control 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 includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reject 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 to_financial statements 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 withreference to _financial statements to future periods are subject to the risk that theinternal _financial control with reference to _financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For Gupta Vigg & Co.

Chartered Accountants

Firm's Registration Number: 001393N

(CA. Deepak Pokhriyal)

Partner

Membership Number: 524778

ICAI UDIN: 20524778AAAACS9606

Place of Signature: New Delhi

Date: October 23 2020

.