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Wheels India Ltd.

BSE: 590073 Sector: Auto
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OPEN 420.90
PREVIOUS CLOSE 421.85
VOLUME 979
52-Week high 720.00
52-Week low 284.15
P/E 245.14
Mkt Cap.(Rs cr) 1,044
Buy Price 423.00
Buy Qty 1.00
Sell Price 433.50
Sell Qty 100.00
OPEN 420.90
CLOSE 421.85
VOLUME 979
52-Week high 720.00
52-Week low 284.15
P/E 245.14
Mkt Cap.(Rs cr) 1,044
Buy Price 423.00
Buy Qty 1.00
Sell Price 433.50
Sell Qty 100.00

Wheels India Ltd. (WHEELS) - Auditors Report

Company auditors report

To the Members of Wheels India Limited

Report on the Audit of the Standalone FinancialStatements

1. Opinion

We have audited the Ind AS financial statements of Wheels India Limited(“the Company”) which comprise the Balance Sheet as at 31st March 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 Ind AS Financial Statements including a summaryof significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid 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 2020 and Profit changes in Equity and its Cash Flows for theyear ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Ind AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We

believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

3. Emphasis of Matter

We draw attention to Note 48 of the Statement wherein the Company hasdisclosed its Assessment of the Covid-19 pandemic. As mentioned therein the assessment ofthe Management does not indicate any material effect on the carrying value of its assetsand liabilities of the Company on the reporting date or any adverse change in the abilityof the Company to continue as a Going Concern. The assessment of the Management isdependent on the circumstances as they evolve considering the uncertainties prevailing inthe economic situation.

Our opinion is not modified in respect of this matter.

4. Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the Ind AS FinancialStatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined that there are no key audit mattersto be communicated in our report.

5. Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and

Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance Report and Shareholder's Informationbut does not include the Ind AS financial statements and our auditor's report thereon.

Our opinion on the Ind AS Financial Statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Ind AS Financial Statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

6. Responsibility of Management for Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 (“the Act”) with respect to thepreparation of these Ind AS Financial Statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theAccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds 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 financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the Ind AS Financial Statements management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing thecompany's financial reporting process.

7. Auditor's Responsibilities for the Audit of theFinancial Statements

Our objectives are to obtain reasonable assurance about whether the IndAS Financial Statements as a whole are free from material misstatement whether due tofraud or error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Ind AS Financial Statements.

As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

a) Identify and assess the risks of material misstatement of the Ind ASFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

b) Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

d) Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required

to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

e) Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

8. Report on Other Legal and RegulatoryRequirements

i) As required by the Companies (Auditor's Report) Order 2016(“the Order”) issued by the Central Government of India in terms of subsection(11) of section 143 of the Companies Act 2013 we give in the “Annexure A” tothis report a statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.

ii) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

e) On the basis of the written representations received from thedirectors as on 31st March 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2020 from being appointed as a director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 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 itsfinancial position in its financial statements - Refer Note 27(i) (b) to the financialstatements.

(ii) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses

(iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

For Brahmayya & Co.
Chartered Accountants
Firm Regn No. 000511S
L. Ravi Sankar
Place: Chennai Partner
Date : 17th June 2020 Membership No. 025929
UDIN:20025929AAAAAJ5164

“Annexure - A” to the Auditors'Report

Referred to in Paragraph 8 of Our Report of EvenDate

i) (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets

(b) Fixed assets have been physically verified by the Management duringthe year in accordance with an annual plan of verification which in our opinion isreasonable having regard to the size of the Company and the nature of the fixed assets.The discrepancies noticed on such verification were not material and have been properlydealt with in the books of account.

(c) The Title deeds of immovable properties owned by the company areheld in the name of the Company.

ii) The inventories have been physically verified by the management atreasonable intervals during the year. In our opinion the frequency of such verificationis reasonable. The discrepancies noticed on verification between the physical stocks andthe book records which were not material have been properly dealt with in the books ofaccount.

iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013. Accordingly reporting under clauses 3 (iii) (a) (b) and(c) of the Order does not arise.

iv) In our opinion and according to the information and explanationsgiven to us the Company has not advanced any loan given any guarantee or provided anysecurity to the parties covered under Section 185 and the Company has not given any loanor made any investment covered under section 186 of the Companies Act 2013. Accordinglyreporting under clause 3 (iv) of the Order does not arise.

v) The Company has accepted public deposits and has complied with theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rulesframed there under.

vi) The Maintenance of cost records has been specified by the CentralGovernment under subsection (1) of section 148 of the Act in respect of the productsmanufactured by the Company and we have broadly reviewed the cost records and are of theopinion that prima facie the prescribed cost records have been so made and maintained.We have however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

vii) (a) The Company is regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income tax duty of customs Goodsand Service tax and other statutory dues applicable to it during the year with appropriateauthorities. According to the information and explanations given to us there were noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax duty of customs Goods and Service tax and other statutory dues outstanding asat 31 March 2020 for a period of more than six months from the date they became payable.

(b) In our opinion and according to the information and explanationsgiven to us there are no dues of income tax duty of customs duty of excise and Goodsand Service tax which have not been deposited on account of any dispute. The dues inrespect of Service tax Sales tax which have not been deposited on account of dispute areas follows:

Nature of Dues Amount (Rs.) in Crores Period to which the amount relates Forum where the dispute is pending
Service tax 5.63 Assessment Year 2008-09 to Assessment Year 2017-18 CESTAT
VAT - Tamil Nadu 0.69 Assessment Year 2006-07 to Assessment Year 2012-13 Deputy Commissioner of Commercial Taxes (Appeals)

viii) According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in repayment ofloans or borrowing to banks/financial institutions during the year. The Company has nottaken any loans or borrowing from Government or raised any money through placement ofdebentures during the year.

ix) The Company did not raise any money by way of initial public offeror further public offer (including debt instruments) during the year. According toinformation and explanations given to us money raised through term loans during the yearhas been utilised for the purpose for which there were raised.

x) To the best of our knowledge and belief and according to theinformation and explanations given to us no fraud by the Company or on the Company by itsofficers or employees were noticed or reported during the course of our audit.

xi) The Company has paid/provided for managerial remuneration withinthe limits of Section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company.

xiii) According to the information and explanations given to us andbased on our examination of the records of the Company all transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the Ind AS financial statements asrequired by the applicable accounting standards.

xiv) According to the information and explanations give to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

xv) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with them.

xvi) According to the information and explanations given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For Brahmayya & Co.
Chartered Accountants
Firm Regn No. 000511S
L. Ravi Sankar
Place: Chennai Partner
Date : 17th June 2020 Membership No. 025929
UDIN:20025929AAAAAJ5164

“Annexure - B” to the Auditors'Report

Referred to in Paragraph 8 of Our Report of EvenDate

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financialreporting of Wheels India Limited (“the Company”) as of 31 March 2020 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for InternalFinancial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (“the Guidance Note”) issued by the Institute of CharteredAccountants of India (‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013 (“the Act”).

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the “Guidance Note”) and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the Ind AS financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls overFinancial Reporting

A company's internal financial control over financial reporting 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 control overfinancial reporting 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 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 FinancialControls Over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2020 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Brahmayya & Co.
Chartered Accountants
Firm Regn No. 000511S
L. Ravi Sankar
Place: Chennai Partner
Date : 17th June 2020 Membership No. 025929
UDIN:20025929AAAAAJ5164