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SML ISUZU Ltd.

BSE: 505192 Sector: Auto
NSE: SMLISUZU ISIN Code: INE294B01019
BSE 14:46 | 20 Aug 888.00 25.25
(2.93%)
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864.00

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895.00

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864.00

NSE 14:34 | 20 Aug 886.30 21.20
(2.45%)
OPEN

870.00

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OPEN 864.00
PREVIOUS CLOSE 862.75
VOLUME 9217
52-Week high 1090.00
52-Week low 719.60
P/E 58.77
Mkt Cap.(Rs cr) 1,285
Buy Price 884.25
Buy Qty 78.00
Sell Price 888.00
Sell Qty 1.00
OPEN 864.00
CLOSE 862.75
VOLUME 9217
52-Week high 1090.00
52-Week low 719.60
P/E 58.77
Mkt Cap.(Rs cr) 1,285
Buy Price 884.25
Buy Qty 78.00
Sell Price 888.00
Sell Qty 1.00

SML ISUZU Ltd. (SMLISUZU) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

SML ISUZU LIMITED

1. Report on the Audit of Ind AS Financial Statements

We have audited the accompanying Ind A S financial statements of SML Isuzu Limited("the Company") which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss the Statement of Changes in Equity and the Statement of CashFlows for the year then ended and summary of the significant accounting policies andother explanatory information.

2. 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 ofthese Ind AS financial statements that give a true and fair view of the state of affairsprofit/loss including other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

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 of theaccounting records relevant to the preparation and presentation of the Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management 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 managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

3. Auditor's Responsibility

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

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

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 theamounts and the disclosures in the Ind AS financial statements.

The procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the Ind AS 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 Ind AS financial statements that givea true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the Ind AS financialstatements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

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

4. 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 give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2018 its profit including other comprehensive income changes in equityand its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor's 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 specified in paragraphs 3 and 4 of theOrder.

(ii) 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 Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof 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 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

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 Ind AS financial statements. Refer Note 32 to the Ind AS financialstatements.

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 16 B to the Ind AS financial statements.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The disclosures in the Ind AS financial statements regarding holdings as well asdealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made since they do not pertain to the financial year ended 31 March2018. However amounts as appearing in the audited financial statements for the periodended 31 March 2017 have been disclosed.

For B S R & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 23 May 2018 Membership No. 076124

Annexure-A to the Auditors' Report

Annexure ‘A' referred to in paragraph 5 (i) of the Independent Auditors' Report tothe Members of SML ISUZU Limited on the Ind AS Financial Statement for the year ended 31March 2018 we report that:

(i) (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 verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(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 except materials-in-transit and stocks lying with third partieshas been physically verified by the management during the year. In our opinion thefrequency of such verification is reasonable. The discrepancy noted on verificationbetween physical stock and book records were not material and have been properly dealtwith in the books of account.

For stocks lying with third parties at the year-end written confirmations have beenobtained.

(iii) According to the information and explanations given to us there are nocompanies firms limited liability partnerships or other parties covered in the registerrequired to be maintained under Section 189 of the Companies Act 2013 ('the Act').

Accordingly paragraph 3(iii) of the Order is not applicable.

(iv) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not given any loans or madeany investments or provided any guarantee or security as specified under Section 185 and186 of the Companies Act 2013. Accordingly paragraph 3(iv) of the Order is notapplicable.

(v) The Company has not accepted any deposits covered under Section 73 to 76 of the Actor other provisions of the Act and rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any of the products manufactured/ Services rendered by theCompany.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income-Tax Goods and Service Tax ('GST') Sales Tax Service Tax Duty ofCustoms Duty of Excise Value Added Tax Cess and other material statutory dues have beenregularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-Tax GST SalesTax Service Tax Duty of Customs Duty of Excise Value Added Tax Cess and otherstatutory dues were in arrears as at 31 March 2018 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us there are no dues ofDuty of Customs Income-Tax GST Sales Tax Service Tax Duty of Excise and Value AddedTax which have not been deposited by the Company on account of disputes except asmentioned below:

Name of the statute Nature of dues Amount disputed Rs. Lakhs Amount deposited Rs. Lakhs Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Excise duty 4.25 (includes penalty Rs. 2.12 lakhs) 2.13 Apr 2000 to Mar 2004 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 1.94 Nil Oct 2004 to Mar 2005 The Supreme Court of India
Finance Act 1994 Service Tax 5.70 (includes penalty Rs. 2.85 lakhs) Nil 2005-2006 Commissioner (Appeals)
Finance Act 1994 Service Tax 5.70 (includes penalty Rs. 2.85 lakhs) Nil 2005-2006 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 1.89 Nil Oct 2006 to Jun 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 4.26 (includes penalty Rs. 2.13 lakhs) Nil Apr 2006 to Dec. 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 3.36 Nil Apr 2006 to Dec. 2008 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 3.62 (includes penalty Rs. 1.81 lakhs) Nil Apr 2008 to Jun 2009 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 1.15 Nil Jun 2009 to Mar 2011 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 25.00 Nil Dec 2008 to Jul 2009 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Finance Act 1994 Service Tax 8.66 Nil Oct 2009 to Sep. 2010 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Central Excise Act 1944 Excise Duty 4.05 (includes penalty Rs. 1.83 lakhs) Nil Apr. 2010 to Sep 2011 Customs Excise and Service Tax Appellate Tribunal (CESTAT)
Sub-Total (A) 69.58 2.13
Central Sales Tax Act 1956 Sales Tax 218.23 87.30 Apr 2000 to Sep 2000 Sales Tax appellate Tribunal Chandigarh
Punjab VAT Act 2005 Valued Added Tax 1.57 0.39 Aug 2007 Deputy Excise and Taxation Commissioner-cum-Joint Director Enforcement Patiala
U P Trade Tax Act 1948 Sales Tax 15.94 7.20 1993-1994 Additional Commissioner (Appeals) Lucknow
U P Trade Tax Act 1948 Sales Tax 5.80 0.87 2005-06 Assistant Commissioner Grade-II
Gujarat Sales Tax Act Sales Tax 161.68 Nil 2008-09 Joint Commercial Tax Commissioner (Appeals)
The West Bengal Value Added Tax Rules 2005 Value Added Tax 5.80 Nil 2008-2009 Assistant Officer Sales Tax
The West Bengal Value Added Tax Rules 2005 Value Added Tax 8.51 Nil 2009-2010 W.B.C.T. Appellate & Revisional Board
The West Bengal Value Added Tax Rules 2005 Sales Tax 5.70 Nil 2009-2010 W.B.C.T. Appellate & Revisional Board
Kerala Value Added Tax Rules 2005 Value Added Tax 1.42 0.43 2010-2011 Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules 2005 Value Added Tax 93.40 28.02 2011-2012 Assistant Commissioner Special Circle-Trivandrum
Kerala Value Added Tax Rules 2005 Value Added Tax 2.56 0.76 2011-2012 Assistant Commissioner Special Circle-Trivandrum
The West Bengal Value Added Tax Rules 2005 Entry Tax 1.13 Nil 2012-2013 W.B.C.T. Appellate & Revisional Board Bench-VI
Central Sales Tax Act 1956 Sales Tax 3.17 Nil 2012-2013 Sr. JCCT/LTO-W.B.
U P Trade Tax Act 1948 Sales Tax 6.88 4.98 2016-2017 Assistant Commissioner Ghaziabad
AP VAT Act 2005 Value Added Tax 3.55 0.44 2016-2017 Assistant Officer and Deputy Commercial Tax Officer Vijayawada
AP VAT Act 2005 Value Added Tax 210.25 26.28 2013-2014 to 2015-16 The Appellate Joint Commissioner
Sub-Total (B) 745.59 156.67
Income-tax Act 1961 Income-tax 101.55 88.61 FY 2004-05 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 94.79 94.79 FY 2005-06 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 137.10 137.10 FY 2006-07 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 50.88 50.88 FY 2005-06 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 476.33 476.33 FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 42.41 Nil FY 2008-09 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 82.82 82.82 FY 2006-07 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 39.30 Nil FY 2009-10 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 55.94 Nil FY 2010-11 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 31.86 15.44 FY 2011-12 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 146.00 Nil FY 2007-08 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 55.75 Nil FY 2012-13 Income-tax Appellate Tribunal
Income-tax Act 1961 Income-tax 34.16 Nil FY 2013-14 Commissioner of Income-Tax (appeals)
Income-tax Income-tax Act 1961 189.58 25.00 FY 2014-15 Commissioner of Income-Tax (appeals)
Sub Total (C) 1538.47 970.97
Total (A+B+C) 2353.64 1129.77

(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of dues to banks. Further the Company did not have any outstandingdues to any financial institutions government or debenture holders during the year.

(ix) According to the information and explanations given to us the term loan taken bythe Company has been applied for the purposes for which it was raised. However pendingutilization of term loan the funds amounting to Rs. 1135 lakhs were temporarily investedin fixed deposits.

Also refer to note 10 to the financial statements. According to the information andexplanation given to us the Company has not raised any money by way of initial publicoffer (including debt instruments) or further public offer during the year.

(x) According to the information and explanations given to us no significant fraud bythe Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit for the year.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Companythe Company has paid managerial remuneration inexcess of amounts as laid down under the provisions of Section 197 read with Schedule V tothe Act to its Managing Director & CEO and Whole-time Director & CFO. As informedto us approval from shareholders will be sought in the ensuing Annual General Meeting('AGM') and if the shareholder approval is not received then the excess amount will berecovered by the Company from such directors as also confirmed by the respectivedirectors.

(xii) According to the information and explanations given to us the Company is not anidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(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 Ind AS financial statements as required by theapplicable accounting standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the order is not applicable.

(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 them. Accordingly paragraph 3(xv)of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For B S R & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 23 May 2018 Membership No.: 076124

Annexure-B to the Auditors' Report

Annexure B referred to in paragraph 5 (ii)(f) of the Independent Auditor's Report ofeven date to the Members of SML Isuzu Limited being report on the Internal FinancialControls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act")

We have audited the internal financial controls over financial statements withreference to financial statements of SML Isuzu Limited ("the Company") as of 31March 2018 in conjunction with our audit of the Ind AS financial statements of the Companyfor 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 statement criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on 'Audit of Internal Financial Controls Over Financial Reporting'issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to 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 Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial statements with reference to financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to the financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the Ind ASfinancial 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 systemover 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 financialstatements and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper 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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to the Ind AS financial statements and suchinternal financial controls with reference to the Ind AS financial statements wereoperating effectively as at 31 March 2018 based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For B S R & Associates LLP
Chartered Accountants
Firm Registration No.: 116231W/W-100024
Rajesh Arora
Place: New Delhi Partner
Date : 23 May 2018 Membership No.: 076124