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Subros Ltd.

BSE: 517168 Sector: Auto
NSE: SUBROS ISIN Code: INE287B01021
BSE 16:01 | 22 Mar 260.10 0.70
(0.27%)
OPEN

263.40

HIGH

263.40

LOW

259.60

NSE 15:48 | 22 Mar 259.85 0.25
(0.10%)
OPEN

260.00

HIGH

262.60

LOW

258.30

OPEN 263.40
PREVIOUS CLOSE 259.40
VOLUME 1062
52-Week high 379.10
52-Week low 206.45
P/E 20.94
Mkt Cap.(Rs cr) 1,697
Buy Price 257.00
Buy Qty 1.00
Sell Price 260.95
Sell Qty 4.00
OPEN 263.40
CLOSE 259.40
VOLUME 1062
52-Week high 379.10
52-Week low 206.45
P/E 20.94
Mkt Cap.(Rs cr) 1,697
Buy Price 257.00
Buy Qty 1.00
Sell Price 260.95
Sell Qty 4.00

Subros Ltd. (SUBROS) - Auditors Report

Company auditors report

TO THE MEMBERS OF SUBROS LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of SubrosLimited ("the Company") which comprise the Balance Sheet as at March 312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

2. 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 Ind AS financial statements to 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 the accounting principles generallyaccepted in India including the Indian Accounting Standards specified in the Companies(Indian Accounting Standards) Rules 2015 (as amended) under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

5. We conducted our audit of the standalone Ind AS financial statements in accordancewith the Standards on Auditing specified under Section 143(10) of the Act and otherapplicable authoritative pronouncements issued by the Institute of Chartered Accountantsof India. Those Standards and pronouncements require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS 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 the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2018 and its total comprehensive income (comprising of profit andother comprehensive income) its cash flows and the changes in equity for the year endedon that date.

Other Matter

9. The comparative financial information of the Company for the year ended March 312017 and the transition date opening balance sheet as at April 1 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements for the years ended March 31 2017 and March 31 2016 prepared inaccordance with the Companies (Accounting Standards) Rules 2006 (as amended) which wereaudited by the predecessor auditor who expressed an unmodified opinion vide reports datedMay 23 2017 and May 26 2016 respectively. The adjustments to those financial statementsfor the differences in accounting principles adopted by the Company on transition to theInd AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

11. 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 comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2018 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) of theAct.

(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 A.

(g) 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 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us: i. The Company has disclosed the impact if any of pendinglitigations as at March 31 2018 on its financial position in its standalone Ind ASfinancial statements Refer Note 26; ii. The Company has long-term contracts includingderivative contracts as at March 31 2018 for which there were no material foreseeablelosses. iii. There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company during the year ended March31 2018. iv. The reporting on disclosures relating to Specified Bank Notes is notapplicable to the Company for the year ended March 31 2018.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Rajib Chatterjee Place: New Delhi Partner

Date: May 28 2018 Membership Number 057134

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of Subros Limited (“the Company”) as of March 31 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

2. 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 (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

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the “Guidance Note”) and the Standards on Auditing deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating 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 financialstatements whether due to fraud or error.

5. 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

6. A company's internal financial controls 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 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 with reference to financialstatements

7. 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 controls 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

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2018 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.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Rajib Chatterjee Place: New Delhi Partner

Date: May 28 2018 Membership Number 057134 i. (a) The Company is maintaining properrecords showing full particulars including quantitative details and situation of fixedassets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 on Property plantand equipment to the financial statements are held in the name of the Company.

ii. The physical verification of inventory excluding stocks with third parties havebeen conducted at reasonable intervals by the Management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them.

The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material.

iii. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act.

Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of the saidOrder are not applicable to the Company.

iv. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186. Therefore theprovisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We havenot however made a detailed examination of the records with a view to determine whetherthey 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 except for dues in respect of works contracttax the Company is regular in depositing undisputed statutory dues including providentfund employees' state insurance income tax sales tax service tax duty of customs duty of excise value added tax cess goods and service tax with effect from July 1 2017and other material statutory dues as applicable with the appropriate authorities.

The extent of the arrears of statutory dues outstanding as at March 31 2018 for aperiod of more than six months from the

Name of the statute Nature of dues Amount (Rs. In Lakhs) Period to which the amount relates Due date Date of Payment
Haryana Value Added Tax Act 2003 Works Contract Tax 70.70 June 2017 July 15 2017 Rs 34.15 Lakhs paid on April 05 2018 and Rs 36.55 Lakhs paid on May 03 2018

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of duty of excise goods and service tax whichhave not been deposited on account of any dispute. The particulars of dues of income taxsales tax service tax duty of customs value added tax as at March 31 2018 which havenot been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. In Lakhs) Amount paid under protest (Rs. In Lakhs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax 135.23 - Assessment year Hon'ble High Court of Delhi
2003-04
Income Tax Act 1961 Income Tax 80.90 70.99 Assessment year Commissioner of Income Tax (Appeals)
2014-15
Income Tax Act 1961 Income Tax 19.41 - Assessment year Commissioner of Income Tax (Appeals)
2015-16
The Customs Act 1962 Custom Duty 566.91 - June 2012 to Commissioner of Customs Noida
July 2017
Andhra Pradesh General Sales Sales Tax 79.74 59.80 2002-03 to Hon'ble High Court of Andhra Pradesh
Tax Act 1957 2004-05
Central Sales Tax Act 1956 Sales Tax 1.33 - 1995-96 Hon'ble High Court of Mumbai
Bombay Sales Tax Act 1959 Sales Tax 4.50 - 1997-98 Hon'ble High Court of Mumbai
Bombay Sales Tax Act 1959 Sales Tax 8.51 - 1998-99 Hon'ble High Court of Mumbai
Bombay Sales Tax Act 1959 Sales Tax 12.30 - 1999-00 Hon'ble High Court of Mumbai

 

Bombay Sales Tax Act 1959 Sales Tax 19.73 - 2000-01 Hon'ble High Court of Mumbai
Bombay Sales Tax Act 1959 Sales Tax 26.50 - 2001-02 Hon'ble High Court of Mumbai
Bombay Sales Tax Act 1959 Sales Tax 6.90 - 2002-03 Hon'ble High Court of Mumbai
Finance Act 1994 Service Tax 31.71 - July 2009 to Customs Excise & Service Tax
March 2014 Appellate Tribunal
Finance Act 1994 Service Tax 70.40 - 2006-07 Commissioner Customs &
Excise Noida
Finance Act 1994 Service Tax 3.39 - April 2010 to Assistant Commissioner
December 2010 Customs & Excise Noida
Finance Act 1994 Service Tax 2.33 - September 2009 Assistant Commissioner Customs &
to March 2010 Excise Noida
Finance Act 1994 Service Tax 15.67 - 2016-17 Deputy Commissioner
Central Excise Noida
Finance Act 1994 Service Tax 0.23 - January 2014 to Deputy Commissioner
September 2014 Central Excise Noida
Finance Act 1994 Service Tax 0.29 - October 2012 to Assistant Commissioner
April 2013 Customs & Central Excise Noida
Finance Act 1994 Service Tax 0.32 - May 2013 to Assistant Commissioner
December 2013 Customs & Central Excise Noida
Finance Act 1994 Service Tax 0.75 - 2007-08 Assistant Commissioner
Customs & Central Excise Noida
Finance Act 1994 Service Tax 0.97 - January 2010 to Assistant Commissioner
August 2010 Customs & Central Excise Noida
Finance Act 1994 Service Tax 0.97 - October 2015 to Deputy Commissioner
March 2016 Central Excise Noida
Finance Act 1994 Service Tax 1.11 - April 2015 to Deputy Commissioner
September 2015 Central Excise Noida
Finance Act 1994 Service Tax 1.26 - January 2011 to Assistant Commissioner
June 2011 Customs & Central Excise Noida
Finance Act 1994 Service Tax 2.72 - April 2012 to Assistant Commissioner
September 2012 Customs & Central Excise Noida
Finance Act 1994 Service Tax 0.67 - October 2014 to Assistant Commissioner
March 2015 Customs & Central Excise Noida

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or dues to debenture holders as at the balance sheetdate. The Company has not taken any loans or borrowings from Government.

Nature of the fund raised Purpose for which funds raised Total amount raised (Rs. In Lakhs) Amount utilized for the other purpose Unutilized balance as at Balance Sheet date
Term Loan Capital expenditure for new set-up in Gujarat 1500 Nil 105*

* An amount of Rs 1264 lakhs have been spent by the Company for capital expenditurerelating to purchase of land for their project in Gujarat out of existing funds availablewith the Company. The term loan which has been disbursed subsequently is for the samepurpose.

x. During the course of our 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 employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has paid/ provided for managerial remuneration in ix. The Company hasnot raised any moneys by way of initial public offer or further public offer (includingdebt instruments) during the year. In our opinion and according to the information andexplanations given to us the moneys raised by way of term loans have been applied for thepurposes for which they were obtained.

However there is an unutilized balance of a term loan raised during the year as atBalance Sheet date as follows: accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under IndianAccounting Standard (Ind AS) 24 Related Party Disclosures specified under Section 133 ofthe Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot 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 the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Rajib Chatterjee Place: New Delhi Partner

Date: May 28 2018 Membership Number 057134