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Wheels India Ltd.

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VOLUME 301
52-Week high 757.85
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P/E 17.19
Mkt Cap.(Rs cr) 1,172
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OPEN 492.80
CLOSE 492.90
VOLUME 301
52-Week high 757.85
52-Week low 485.00
P/E 17.19
Mkt Cap.(Rs cr) 1,172
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wheels India Ltd. (WHEELS) - Auditors Report

Company auditors report

To the Members of Wheels India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof Wheels India Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2022 and the statement of Profit and Loss (including Other ComprehensiveIncome) statement of changes in Equity and statement of Cash Flows for the year thenended and notes to the standalone Ind AS financial Statements including a summary ofsignificant 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 Standalone Ind AS financial Statements give theinformation required by the Companies Act 2013 (the Act) in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2022 and Profit andOther Comprehensive Income changes in Equity and its Cash flows for the year ended onthat date.

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 Standalone Ind AS financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof

Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone Ind AS financial statements under theprovisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.

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 Standalone Ind AS financial Statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the Standalone Ind AS financialStatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the Standalone Ind ASfinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially 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.

Responsibility of Management for Standalone Ind AS 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 Standalone Ind AS Financial Statements that give a true and fair viewof the financial position financial performance including other comprehensive incomechanges in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.

In preparing the Standalone Ind AS financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether theStandalone Ind AS financial Statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Ind AS financialStatements.

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 theStandalone Ind AS financial Statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

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 therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

e) evaluate the overall presentation structure and content of thestandalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

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.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(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.

2. 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 including thestatement of Other Comprehensive Income Statement of Changes in Equity and the Cash FlowStatement 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 Companies(Indian Accounting Standards) Rules 2015 as amended.

e) On the basis of the written representations received from thedirectors as on March 31 2022 taken on record by the board of Directors none of thedirectors is disqualified as on March 31 2022 from being appointed as a director in termsof 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" to this report.

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 standalone Ind AS financial statements. Refer Note No.27 (1) (b)of Standalone Ind AS financial Statements.

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

(iii) There has been generally no delay in transferring amountsrequired to be transferred to the Investor Education and Protection fund by the Company.

(iv) (a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the ultimate beneficiaries;

(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("ultimate beneficiaries") or provide any guarantee security orthe like on behalf of the ultimate beneficiaries;

(c) based on the audit procedures that we have considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations as provided under (a) and (b) above contain any materialmisstatement.

(v) The final dividend declared and paid by the Company during the yearin respect of the previous financial year is in accordance with section 123 of the Act2013 to the extent it applies to payment of dividend.

The board of Directors of the Company have proposed final dividend forthe year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The dividend declared is in accordance with section 123 of the Act to the extentit applies to declaration of dividend.

for Brahmayya & Co.
Chartered Accountants
firm Regn No. 000511S
L. Ravi Sankar
Partner
Place: Chennai Membership No. 025929
Date : May 20 2022 DIN: 22025929AJKDKT616

"Annexure - A" to the Auditors' Report

Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements of our report of even date

(i) a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property plant and equipment.

The Company has maintained proper records showing full particulars ofintangible assets.

b) The Property Plant and Equipment were physically verified by themanagement during the year in accordance with an annual plan of verification which inour opinion is reasonable having regard to the size of the Company and the nature of theProperty Plant and equipment. According to the information and explanation given to us nomaterial discrepancies were noticed on such verification.

c) The Title deeds of all the immovable properties owned by the companyare held in the name of the Company.

d) The Company has not revalued any of its Property Plant andequipment and Intangible Assets during the year.

e) No proceedings have been initiated during the year or are pendingagainst the company as at March 31 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) a) The inventories have been physically verified by the managementat reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable. The discrepancies noticed on verification between the physicalstocks and the book records which were not material have been properly dealt with in thebooks of account.

b) The Company has been sanctioned working capital limits in excess offive crore rupees in aggregate from banks during the year on the basis of security ofcurrent assets. The quarterly returns or statements filed by the company with such banksare in agreement with the books of account of the Company.

(iii) based on our examination of records and according to theinformation and explanations given to us the Company has not provided any guarantee orsecurity or granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability Partnerships or any other parties in respect ofwhich:

a) The Company has not made any investment and not provided any loansor advances in the nature of loans or stood guarantee or provided security to any otherentity during the year and hence reporting under clause 3(iii) (a) to 3(iii)(f) of theOrder is not applicable.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has not granted any loan to its directors covered under Section185 of Companies Act 2013. Section 186 of the Companies Act 2013 is not applicable tothe company for the year.

(v) The Company has accepted public deposits and has complied with theprovisions of sections 73 to 76 of the Companies Act or any other relevant provisions ofthe Act and rules made thereunder.

(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 goods and service tax provident fund employees' state insurance income taxand other statutory dues applicable to it during the year with appropriate authorities.According to the information and explanations given to us there were no undisputedamounts payable in respect of these statutory dues outstanding as at March 31 2022 for aperiod 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 and Goods and Service taxwhich have not been deposited on account of any dispute. The dues in respect of Servicetax which have not been deposited on account of dispute are as follows:

Name of the Statute Nature of Dues Amount (Rs. in crore) period to which the amount relates Forum where the dispute is pending Remarks if any
Service Tax Act 1994 Service Tax 5.71 Assessment Year 2009-10 to Assessment Year 2018-19 CESTAT -

(viii) According to the information and explanation given to us thecompany has not surrendered or disclosed any transaction previously unrecorded in thebooks of account in the tax assessments under the Income Tax Act 1961 as income duringthe year. Accordingly reporting under clause 3(viii) of the order does not arise.

(ix) a) According to the information and explanations to us and basedon our examination of the records of the Company the Company has not defaulted inrepayment of loans or other borrowings or in the payment of interest thereon to any lenderduring the year. Accordingly reporting under clause 3(ix)(a) of the order does not arise.

b) According to the information and explanations given to us thecompany has not been declared wilful defaulter by any bank or financial institution orgovernment or any government authority. Accordingly reporting under clause 3(ix)(b) ofthe order does not arise.

c) In our opinion and according to the information and explanationsgiven to us the term loans were applied for the purpose for which loans were obtained.

d) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the company the Company hasnot utilised the funds raised on short term basis for long term purposes.

e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the company the Company hasnot taken any funds from any entity or person on account of or to meet the obligations ofits subsidiaries or associate companies. Accordingly reporting under clause 3(ix)(e) ofthe order does not arise.

f) According to the information and explanations given to us thecompany has not raised loans during the year on the pledge of securities held in itssubsidiaries or associate companies. Accordingly reporting under clause 3(ix)(f) of theorder does not arise.

(x) a) In our opinion and according to the information and explanationsgiven to us the Company has neither raised during the year any money by way of initialpublic offer or further public offer (including debt instruments). Accordingly reportingunder clause 3(x)(a) of the order does not arise.

b) In our opinion and according to the information and explanationsgiven to us the Company has not made any preferential allotment or private placement ofshares/ fully or partly or optionally convertible debentures during the year. Accordinglyreporting under clause 3(x) (b) of the order does not arise.

(xi) a) To the best of our knowledge and belief and according to theinformation and explanations given to us no fraud by the Company or no fraud on theCompany has been noticed or reported during the course of our audit.

b) During the year no report under sub-section (12) of section 143 ofthe Companies Act 2013 has been filed in Form ADT-4 as prescribed under rule 13 ofCompanies (Audit and Auditors) Rules 2014 with the Central Government.

c) As represented to us by the Management there have been no whistleblower complaints received by the Company during the year.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi company as per provisions of the Companies Act2013. Accordingly reporting under clause 3(xii)(a)(b)(c) of the Order does not arise.

(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 Companies Act where applicableand details of such transactions have been disclosed in the Ind AS financial statements asrequired by the applicable accounting standards.

(xiv) a) In our opinion and based on our examination the Company hasan adequate internal audit system commensurate with the size and the nature of itsbusiness.

b) We have considered the internal audit reports of the company issuedduring the year April 01 2021 to March 31 2022.

(xv) According to the information and explanations given to us andbased on our examination of the records of the Company during the year the Company hasnot entered into non-cash transactions with directors or persons connected with itsdirectors and hence provisions of section 192 of the Companies Act 2013 are notapplicable to the company. Accordingly reporting under clause 3(xv) of the order does notarise.

(xvi) a) In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable.

b) In our opinion there is no core investment company within the Group(as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses during the current yearcovered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of theCompany during the year. Accordingly reporting under clause 3(xviii) of the order does notarise.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the company as and when they fall due.

(xx) a) There is no unspent amount towards Corporate SocialResponsibility (CSR) projects requiring a transfer to a Fund specified in Schedule VII tothe Companies Act in compliance with second proviso to sub-section (5) of Section 135 ofthe said Act. Accordingly reporting under clause 3(xx)(a) of the Order is not applicablefor the year.

b) There are no unspent amounts in respect of ongoing projects thatare required to be transferred to a special account in compliance of provision of subsection (6) of section 135 of Companies Act. Accordingly reporting under clause 3(xx)(b)of the Order is not applicable for the year.

for Brahmayya & Co.
Chartered Accountants
firm Regn No. 000511S
L. Ravi Sankar
Partner
Place: Chennai Membership No. 025929
Date : May 20 2022 DIN: 22025929AJKDKT616

"Annexure - B" to the Independent Auditors' Report

Referred to in paragraph 2(f) under Report on Other Legal andRegulatory Requirements of our report of even date

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 March 31 2022 inconjunction with our audit of the standalone 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 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 in accordance withthe Guidance Note issued by ICAI and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 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 adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 Over Financial 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 the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

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 to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312022 based on theinternal financial control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For Brahmayya & Co.
Chartered Accountants
firm Regn No. 000511S
L. Ravi Sankar Partner
Place: Chennai Membership No. 025929
Date : May 20 2022 DIN: 22025929AJKDKT616

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