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Wheels India Ltd.

BSE: 590073 Sector: Auto
NSE: WHEELS ISIN Code: INE715A01015
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OPEN 907.50
PREVIOUS CLOSE 919.55
VOLUME 110
52-Week high 1345.00
52-Week low 880.00
P/E 29.88
Mkt Cap.(Rs cr) 2,183
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 907.50
CLOSE 919.55
VOLUME 110
52-Week high 1345.00
52-Week low 880.00
P/E 29.88
Mkt Cap.(Rs cr) 2,183
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

On the Standalone Financial Statements To the Members of Wheels India Limited

To the Members of Wheels India Limited

We have audited the accompanying Standalone Ind AS financial statements of Wheels IndiaLimited ("the Company") which comprise the Balance Sheet as at March 31 2018and the Statement of Profit and Loss (including other comprehensive income) the statementof Cash Flows and the statement of changes in equity for the year then ended and asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Ind AS financial statements").

Management's Responsibility for the Standalone 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 Standalone Ind AS financial statements that give a true and fair view of the stateof affairs (financial position) profit including other comprehensive income) cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financialstatements based on 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 Standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Standalone (financial Ind AS financial statementsare free from material performance misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Standalone Ind AS financial statements. The procedures selecteddepend on the auditor's 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.

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

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 including the Ind AS of thestate of affairs (financial position) of the Company as at March 31 2018 and its Profit(financial performance including other comprehensive income) its Cash Flows and thechanges in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31st March 2017and the transition date opening balance sheet as at 1st April 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2014 audited by previous auditors and their report for the year ended 31st March2017 and 31st March 2016 dated 29th May 2017 and 25th May 2016 respectively expressed anunmodified opinion on those standalone financial statements and management has restated tocomply with Ind AS. Adjustments made to the previously issued said statutory financialinformation for the differences in the accounting principles adopted by the Company ontransition to the Ind AS have been audited by us.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in "Annexure A" to this Report a statement on the mattersspecified in paragraphs 3 and 4 of the said Order.

2. As required by section 143 (3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 Standalone Ind AS financial statements comply with theAccounting Standards specified under section 133 of the Act read with Companies (IndianAccounting Standards) Rules2015.

e. On the basis of written representations received from the directors as on March 312018 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2018 from being appointed as a director in terms of Section 164 (2) of theAct.

f. With respect to the internal financial controls with reference to financialstatements of the

Company and the operating effectiveness of such controls refer to our separate Reportin "Annexure B". g. With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to the explanationsgiven to us: (i) The Company has disclosed the impact of pending litigations on itsfinancial position in its Standalone Ind AS financial statements Refer Note 26(i)(b) tothe Standalone Ind AS financial statements.

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses. (iii) There has been no delay intransferring the amounts required to be transferred to the Investor Education andProtection Fund by the Company.

For BRAHMAYYA & Co
Chartered Accountants
Firm Regn. No.000511S
L. Ravi Sankar
Place: Chennai Partner
Date: 29th May 2018 Membership No. 025929

Annexure - A to the Auditors' Report

With reference to Annexure A referred to in Independent Auditors' Report to the membersof the Company on the Ind AS financial statements for the year ended 31 March 2018 wereport that: (i) (a) The Company is maintaining proper records showing full particularsincluding quantitative details and situation of fixed assets (b) Fixed assets have beenphysically verified by the Management during the year in accordance with an annual planof verification which in our opinion is reasonable having regard to the size of theCompany and the nature of the fixed assets. The discrepancies noticed on such verificationwere not material and have been properly dealt with in the books of account.

(c) The Title deeds of immovable properties owned by the company are held in the nameof 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 the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Accordingly reporting under clauses 3 (iii) (a) (b) and (c) of theOrder does not arise.

(iv) In our opinion and according to the information and explanations given to us theCompany has not advanced any loan given any guarantee or provided any security to theparties covered under Section 185 and the Company has not given any loan or made anyinvestment covered under section 186 of the Companies Act 2013. Accordingly reportingunder clause 3 (iv) of the Order does not arise.

(v) The Company has accepted public deposits and has complied with the provisions ofSections 73 to 76 or any other relevant provisions of the Act and the Rules framed thereunder.

(vi) The Maintenance of cost records has been specified by the Central Government undersubsection (1) of section 148 of the Act in respect of the two 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 indepositing undisputed statutory dues including provident fund employees' state insuranceincome tax sales tax service tax duty of customs value added tax Goods and Service 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 provident fund employees' state insurance income-taxsales tax service tax duty of customs value added tax Goods and Service tax and otherstatutory dues outstanding as at 31 March 2018 for a period of more than six months fromthe date they became payable.

(b) In our opinion and according to the information and explanations given to us thereare no dues of duty of customs duty of excise and Goods and Service tax which have notbeen deposited on account of any dispute. The dues in respect of Income tax Service taxand Sales tax which have not been deposited on account of dispute are as follows:

Nature of Dues Amount (Rs.) in Crores period to which the amount relates Forum where the dispute is pending
Income tax 3.42 Assessment year 2014-15 CIT (A)
Service tax 0.96 Assessment year 2008-09 to Assessment year 2016-17 CESTAT
VAT Tamilnadu 0.35 Assessment year 2006-07 to Assessment year 2012-13 Deputy Commissioner of Commercial Taxes (Appeals)
VAT Uttara khand 0.47 Assessment year 2010-11 Joint Commissioner of Commercial Taxes (Appeals)

(viii) According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted in repayment of loans or borrowingto a bank during the year. The Company has not taken any loans or borrowing from afinancial institution or Government or raised any money through placement of debenturesduring the year. (ix) The Company has neither raised any money by way of initial publicoffer or further public offer (including debt instruments) nor has availed any term loansduring the year.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the Company or on the Company by its officers oremployees were noticed or reported during the course of our audit.

(xi) The Company has paid/provided for managerial remuneration within the limits ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance 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 giveto us and based on our examination of the records of the Company the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. (xv) According to the information and explanations given to usand based on our examination of the records of the Company the Company has not enteredinto non-cash transactions with directors or persons connected with them. (xvi) Accordingto the information and explanations given to us the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For BRAHMAYYA & Co
Chartered Accountants
Firm Regn. No.000511S
L. Ravi Sankar
Place: Chennai Partner
Date: 29th May 2018 Membership No. 025929

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of WheelsIndia Limited ("the Company") as of 31 March 2018 in conjunction with our auditof the Ind AS financial statements of the Company for 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 reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting("the Guidance Note") issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 ("theAct").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") 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 both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. 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 auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion 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 31 March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For BRAHMAYYA & Co
Chartered Accountants
Firm Regn. No.000511S
L. Ravi Sankar
Place: Chennai Partner
Date: 29th May 2018 Membership No. 025929