To the Members of
Precision Camshafts Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Precicison Camshafts Limited("the Company") which comprise the balance sheet as at March 31 2020 and thestatement of Profit and Loss statement of changes in equity and statement of Cash Flowsfor the year then ended and notes to the standalone financial statements including accountingsummary policies and other of significant explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial Companies Act 2013("the Act') in themanner so required and give a true and fair view in conformity with the AccountingStandards prescribed under section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended and other accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2020 and profit changes inequity 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 Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) togetherwith the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is statements give theinformation required by the sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial period. These matters were addressedin the context of our audit of the standalone financial and in forming our opinionthereon and we do not provide a separate opinion on these matters.
|Sr. Key Audit Matter No. ||How the Key Audit Matter was addressed in our audit |
|1 Provision for credit loss for accounts receivables ||Our audit procedures in respect of this area include but are not limited to: |
|Refer Note 8 of Financial statement. || |
|Trade receivables as on March 31 2020 amounts to Rs. 11247.49 lakhs against which provision of Rs. Nil was made towards expected credit loss in the books of account. ||1. Obtained understating of the Company's policy on assessment of impairment of trade receivables including design and implementation of controls validation of management review controls. We have verified the operating effectiveness of these controls. |
|We have identified provisioning for credit loss as a key audit matter as the calculation of credit loss provision is a complex area and requires management to make on customer payment behaviour significant and estimating the level and timing of expected future cash flows. ||2. Requested for and obtained independent balance confirmations from the Company's customers on sample basis. |
| ||3. Verified subsequent receipts after the year-end on sample basis. |
| ||4. Verified aging of trade receivables for sample of customer transactions. |
| ||5. Evaluated management comments and recovery plans for trade receivables outstanding for more than 180 days |
| ||6. Assessed the trade receivables impairment methodology applied in the current year and compared the Company's provisioning rates against historical collection data. |
|2 Provision for Impairment of Investment in subsidiaries || |
|Refer Note 5 of Financial statement with respect to the disclosures of Investment in subsidiaries. On March 31 2020 Investment in subsidiaries amounts to Rs. 7978.12 Lakhs against which provision of Rs. Nil was made towards impairment in the books of account. ||Our audit procedures in respect of this area include but are not limited to: |
|We have considered this as a key audit matter due to the fact that processes and methodologies for assessing and determining the recoverable amount of each investments are based on complex assumptions that by their nature imply the use of the management's judgment in indicators forecast of future cash flows relating to the period covered by the Company's strategic business plan normalized cash flows assumed as a basis for terminal value as well as the long-term growth rates and discount rates applied to such forecasted cash flows. ||1. Obtained understating of the Company's policy on assessment of impairment of investments in shares and the assumption used by the management including design and implementation of controls validation of management review controls. |
| ||2. Verified the operating effectiveness of the controls. |
| ||3. Obtained and read the valuation report provided by the Company's independent valuation experts and assessed the particular with reference to identification of impairment expert's competence capability and objectivity |
| ||4. Evaluated management's methodology assumptions and estimates used in the calculations |
| ||5. Verified completeness arithmetical accuracy and validity of the data used in the calculations |
|3 Assessment of Covid-19 Impact || |
|The World Health Organization announced a global health emergency because of a new strain of coronavirus ("COVID-19") and classified its outbreak as a pandemic on March 11 2020. On March 24 2020 the Indian government announced a strict 21-day lockdown across the country to contain the spread of the virus which was further extended till May 31 2020. This pandemic and response are creating disruption in global supply chain and adversely impacting most of the industries which has resulted in global slowdown. ||Our audit procedures in respect of this area include but are not limited to: |
|The management has made an assessment of the impact of COVID-19 on the Company's operations financial performance and position as at and for the year ended March 31 2020 and has concluded that there is no impact which is required to be recognised in the financial statements. ||1. Verified the design and operating effectiveness of key controls (including application controls) over revenue recognition and provisions relating to expenses and impairment. |
|The full extent and duration of the impact of COVID-19 is currently unknown and involves significantamount of judgement including the duration and spread of the pandemic and any new information that may emerge concerning the severity of the virus its spread to other regions and the actions to contain the virus or treat its impact among others. Hence we have ascertained the assessment of the impact of Covid-19 as a Key Audit Matter. ||2. Verified the selected sample to assess its correct classification and provision amount as per company policy. |
| ||3. Obtained management assessmentofCOVID-19andverified the impact of COVID -19 is appropriately considered in the cash flow projections |
| ||4. Obtained Cash Flow Projections from the management to assess need for impairment and evaluated with following procedures: |
| ||Verified the management estimates as considered in the cash flow projections and Discounted Cash Flow (DCF') working Verified the arithematic accuracy of the DCF valuation Compared the carrying value of PPE to DCF valuation to test impairment of PPE Performed Sensitivity Analysis on the DCF valuation |
| ||5. Obtain management assessment of going concern procedures and validated the same to verify the current ratio and base data considered in the assessment |
| ||6. Performed alternate procedures wherever required. Example: Performed stock count by appointing third Party CA Firm etc. |
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Director's report includingAnnexures to the Director's Report in the Annual Report of the Company but does notinclude the standalone financial statements auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone statements our responsibility is toread the other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If based on the work wehave performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 financial that givea true and fair view of the financial financial performance changes in equity and cashflows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified 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 internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial a true and fair view and are free from material misstatementwhether due to fraud or error.
In preparing the standalone financial of Directors is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless the Boardof Directors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's 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 influence the economic decisions of userstaken on the basis of these standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's responsibilitiesfor Audit of the Standalone Financial Statements.
(a) The standalone Ind AS financial statements of the Company for the year ended March31 2019 were audited by another auditor whose report dated May 27. 2019 expressed anunmodified opinion on those statements.
(b) We have not attended the physical inventory verification at locations as it wasimpracticable under current lock down restrictions imposed by the government. We relied onalternate audit procedures such as performing inventory count by appointing third-partyChartered Accountant verifying roll back procedures etc. to obtain comfort over theexistence and condition of inventory at the locations statement that give Our opinion isnot 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 sub-section (11) of section 143 ofthe Act we give in "Annexure B" a statement on the matters specifiedinparagraphs 3 and 4 of the Order 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 the Statement of Changes inEquity and the Statement of Cash Flow dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(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 disqualifiedas on 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 tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure C".
(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 33 (b) to the standalonefinancial statements;
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts Refer Note 13 to the standalone financial statements;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company
3. As required by The Companies (Amendment) Act 2017 in our opinion according toinformation explanations given to us the remuneration paid by the Company to itsdirectors is within the limits laid prescribed under Section 197 of the Act and the rulesthereunder.
Annexure A to the Independent Auditor's Report on even date on the StandaloneFinancial Statements of Precision Camshafts Limited
Auditor's Responsibilities for the Audit of the Financial Statements
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:- Identify andassess the risks of material misstatement of the financialstatements whether due to fraudor error design and perform audit procedures responsive to those risks and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations 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 internal financial controls with reference to financial statements in place and theoperating 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 basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions doubt on the Company's that may cast significantability 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 disclosures are inadequate to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However futureevents or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation structure and content of thefinancialstatements including the disclosures and whether the financial statementsunderlying 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 significant audit findings and in internal control thatwe identify anysignificant 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 currentperiod 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.
Annexure B Independent Auditors' Report of even date on the Standalone FinancialStatements of Precision Camshafts Limited for the year ended March 31 2020
[Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]
i. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets (Property Plant and Equipment).
(b) All the fixed assets (Property Plant and Equipment) have not been physicallyverified by the management during the year but there is a regular programme which in ouropinion is reasonable ofverification having regard to the size of the Company and thenature of its assets. No material discrepancies were . noticedonsuchverification
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
ii. The inventory has been physically verified year by the management. In our opinionthe frequency reasonable. No material discrepancies ofverification between the physicalstock werenoticedonverification and the book records.
iii. The Company has granted unsecured loans to its wholly owned subsidiary companycovered in the register maintained under section 189 of the Act.
|No. Name ||Opening Balance ||Closing Balance ||Maximum Outstanding |
| ||( in Lakhs) ||( in Lakhs) ||( in Lakhs) |
|1. PCL International Holding B V ||3092.33 ||4961.16 ||4961.16 |
(a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the rate of interest and other terms andconditions on which the loans have been granted to its wholly owned subsidiary listed inthe register maintained under Section 189 of the Act are not prima facie prejudicial tothe interest of the Company.
(b) In case of the loans granted to its wholly owned subsidiary listed in the registermaintained under section 189 of the Act schedule of repayment of principal and payment ofinterest have been stipulated. The principal amount is not due for repayment. However thewholly owned subsidiary has not been regular in the payment of interest to the company.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the details of amount overdue for more thanninety days are as follows:
|No. of Cases ||Principal overdue ||amount ||Interest overdue ||Total overdue ||Remarks (specify whether reasonable steps have been taken by the Company for recovery of principal amount and interest) |
|1 ||- || ||12965956 ||12965956 ||The overdue interest is receivable from wholly owned subsidiary and based on discussion with the management the company is in the process of collecting the interest amount. |
iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act in respect ofloans investments guarantees and security made.
v. In our opinion and according to the information and explanations given to us thereare no amounts outstanding which are in the nature of deposits as on March 31 2020 andthe Company has not accepted any deposits during the year.
vi. We have broadly reviewed the books of account relating to materials labour andother items of cost maintained by the Company pursuant as specified by the CentralGovernment for the maintenance of cost records under sub-section (1) of section 148 of theAct and we are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. We have not however made a detailed examination of the recordswith a view to determine whether they are accurate or complete
vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion undisputed statutory dues including providentfund employees' state insurance income-tax sales-tax service tax duty of custom dutyof excise value added tax goods and service tax cess and other statutory dues havegenerally been regularly deposited with the appropriate authorities though there has beena slight delay in a few cases.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax service taxsales-tax duty of custom duty of excise value added tax goods and service tax cessand other statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.
(c) According to the information and explanation given to us and examination of recordsof the Company the outstanding dues of income-tax goods and service tax customs dutycess and any other statutory dues on account of any dispute are as follows:
|Name of the statute ||Nature of dues ||Amount Rs. in Lakhs ||Period to which the amount relates ||Forum where dispute is pending ||Remarks if any |
|Central Excise Act 1994 ||Excise Duty ||20.76 ||2006-07 ||Commissioner of Central Excise || |
|Goods and Service Tax Acts ||GST ||83.95 ||2012-14 ||Directorate General of Goods and Service Tax Intelligence || |
|Collector of Stamps Solapur ||Stamp Duty ||31.79 ||2007-2008 ||Controlling Revenue Authority Pune || |
|Employee Provident Funds and Miscellaneous Provision Act 1952 ||Provident Fund ||24.23 ||2003-2006 ||Hon'ble High Court of Judicature Appellate ||The Company has deposited 12.12 Lakhs under protest |
|Income Tax Act 1961 ||Income Tax on ESOP expenses and other disallowances ||1428.71 ||2013-14 ||CIT (Appeals) ||Company has paid 200 Lakhs under protest and has adjusted refund due of 39.60 lakhs with respect to FY 2006-2007 against this Demand |
viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to the financial institution bank ordebenture holders.
ix. In our opinion according to the information explanation provided to us moneyraised by way of initial public offer or further public offer (including debt instruments)were applied for the purpose for which they were raised though idle funds which were notrequired for immediate utilization have been kept in current account amounting to 194.08Lakhs as on March 31 2020. According to information and explanations given by themanagement the Company has not raised any money by way of term loans.
x. During the course of our audit examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employees.
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 mandated by the provisions ofsection 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 stated in paragraph 3(xii) ofthe Order are not applicable 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 financialstatements 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 the provisions stated in paragraph 3 (xiv) of the Order are notapplicable 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 provisions statedin paragraph 3(xv) of the Order are not applicable to the Company.
xvi. In our opinion the Company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions stated in paragraphclause 3 (xvi) of the Order are not applicable to the Company.
For MSKA & Associates
Annexure C to the Independent Auditor's Report on even date on the StandaloneFinancial Statements of Precision Camshafts Limited
[Referred to in paragraph 2(f) under Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]
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 with reference to standalone financialstatements of Precision Camshafts Limited ("the Company") as of March 31 2020in conjunction with our audit of the standalone financial statements of the Company forthe 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 with reference to standalone 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 (ICAI) (the"Guidance Note"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficientconduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the the accuracy and completeness of the accounting records and the timelypreparation of reliable financialinformation as required under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financialstatements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether internal controls with reference to standalonefinancial statements was established and maintained and if such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the internalfinancial controls with reference to standalone financial effectiveness. Our audit ofinternal financial controls with reference to standalone financial statements includedobtaining an understanding of internal financial controls with reference to 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 standalone financial statementswhether due to fraud or error.
We believe that the audit evidence we have obtained is sufficientand appropriate toprovide a basis for our audit opinion on the Company's internal financial reference tostandalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone FinancialStatements
A Company's internal financial control with reference to standalone financial providereasonable assurance regarding the reliability of financial reporting and the preparationof standalone statements for external purposes in accordance with generally acceptedaccounting principles. A Company's internal financial control with reference to standalonefinancial statements includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of standalonefinancial generally accepted accounting principles and that receipts and expenditures ofthe company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition use or disposition of the company's assetsthat could have a material effect on the standalone statements.
Inherent Limitations of Internal Financial Controls With Reference to StandaloneFinancial Statements
Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including statementsthe possibility of collusion orimproper management override and their operating of controls material misstatements dueto error or fraud may occur and not be detected. Also projections of any evaluation ofthe internal financial controls with reference to standalone financial statements tofuture periods are subject to the risk that the internal financial control with referenceto standalone financial statements may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects internal financial controlswith reference to standalone financial controls with reference to standalone financialstatements were operating effectively as at March 31 2020 based on the internal controlwith reference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.
For MSKA & Associates
Chartered Accountants ICAI Firm Registration No. 105047W
Nitin Manohar Jumani
Membership No. 111700
Date: June 23 2020