autopal industries ltd Auditors report


TO,

THE MEMBERS OF,

AUTOPAL INDUSTRIES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Autopal Industries Limited(‘theCompany*),which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements and for Internal Financial Controls over Financial Reporting

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The Companys management is responsible for establishing and maintaining internal financial controls based on the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit and to express an opinion on the Companys internal financial controls over financial reporting based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and the guidance Note on Audit of Internal Financial Controls over Financial Reporting. Those Standards andthe Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement and whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements and adequacy of internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting and the standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified opinion

A. The company has taken term loan on 30.04.2016 from Reliance Capital Limited amounting to Rs. 1,75,00,000 for purchase of Machinery as per Sanction Letter and also shown as secured term loan.

B. The company has booked Purchase Return worth Rs. 91,87,674 due to line rejection of which sufficient and appropriate audit evidence is not available.

C. The company has capitalized repairs and maintenance expense worth Rs. 5,77,278; salary expense worth Rs. 36,27,600 and wages worth Rs. 6,82,023 /- in respect of machine under fabrication for which sufficient and appropriate audit evidence is not available.

D. We draw your attention to Note No. 39 for Deferred Tax Liability regarding non recognition of deferred tax liability amounting Rs. 66,97,197/-. The same is due to the estimate considered by the management of the company considering absence of reasonable certainty in the near future that the same will be reversed.

E. The company has 30% partnership share in associate concern G.K. Autopal Lighting Solution. However, loss of Rs. 25,06,713 for F.Y. 2015-16 has not been considered according to the total loss in the ratio of Fixed capital in the relevant period; and the company has also not considered the investment in and profit of M/s Om Sai Electronics with 98% partnership share of Rs. 1,54,996 for F.Y. 2015-16. The company has not prepared consolidated financial statements. The company has also not considered profits/losses of G.K. Autopal Lighting Solution and M/s Om Sai Electronics for F.Y. 2016-17 in its books of accounts for the year ended 31st March, 2017. The company has acquired fixed assets worth Rs. 81,56,471 from Om Sai Electronics at year end after closing their activities.

F. Statutory dues such as PF are pending for last eleven months, ESI is pending for last ten months, Service Tax for the half year Oct, 16 to March, 17 has not been deposited yet and there is a late payment made of TDS for quarters 1,2 and 3 whereas TDS, Basic Excise Duty and VAT for quarter 4 has not been deposited yet. Annual Return of Value Added tax VAT 10A has not been filed by the company for F.Y. 2014-15 and F.Y. 2015-16. Also, quarterly VAT Return for Quarter 4 is pending.

G. Bonus payable (carried forward from previous years) amounting to Rs 20,88,006was paid in cashin the current year; but this payment could not be verified. The company also has many unadjusted sundry debtors, sundry creditors, security advances from dealers and loans advances and closing stock valuation are subject to verification and reconciliation.

H. The company has provided the Provision for Gratuity for the year ended on 31st March 2017on the basis of valuation done by Companys own H.R. Dept, and not as per Actuarial Valuation prescribed by AS-15.

I. The company has not deducted TDS in case of payment of interest on the loans of Reliance Capital Limited and Intech Capital.

J. The company obtained unsecured loan from promoters, M/s Surga International, Fine Gems Exports Private Limited, Lata Gupta, S.E. Investors Ltd., Alfamax Consultancy, Doon Engineering Solution on which no interest was provided in the books.

K. The company has not transferred an old outstanding amount of Rs. 2,04,428 of unpaid dividend to the Investor Education and Protection Fund account.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect on the financial statements of the matter described in the basis for qualified opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 best of 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 the Company 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 dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act; and

(0 In our opinion considering nature of business, size of operation and organizational structure of the entity, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - NIL

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. the company has not transferred an amount of Rs. 2,04,428 of unpaid dividend to the Investor Education and Protection Fund account.

(h) The Companyhasprovided requisite disclosures in its financialstatements as to holdings as well as dealings in Specified BankNotes during the period from 8thNovember, 2016 to 30thDecember, 2016 and these are in accordance with the books of accounts maintained by the Company.ReferNote 29to the Financial statements.

2. As required by "the Companies (Auditors Report) Order, 2016" ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Rajvanshi & Associates

Chartered Accountants

Firm Regn. No : 005069C

VikasRajvanshi

Partner

Membership No.: 073670

Place : Jaipur

Date :30"lMay, 2017

Annexure-A to the Independent Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements for the year ended 31 March 2017, we report that:

i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) In respect of Inventories:

As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii)(a), (iii) (b) and (iii) (c) of the said Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v) As informed and explanation given to us the Company has not accepted any new deposits from the public during the year. However, company has made full payment of the deposits as per order under SICA Act, 1985.

v) As informed to us, Company is maintaining the cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under Section 148(1) of the Companies Act 2013 for the products of the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion

a) The payment in respect of undisputed statutory dues, including Provident Fund, Employees State Insurance, Service Tax, Income Tax, Tax deducted at sources, Customs duty, Value Added Fax, Excise duty, Cess and other material statutory dues applicable to it have been regularly deposited during the year by the Company with the appropriate authorities though there has been a delay in a few cases. ESI amounting to Rs. 3,78,157 and PF amounting to Rs. 23,00,105 were outstanding as at 31 March, 2017 for a period of more than six months from the date they became payable.

b) There were no disputed amounts payable in respect of Income-tax, Custom Duty, Excise Duty, Cess, TDS and other material statutory dues in arrears were outstanding as at 31s,March, 2017 except Sales lax dues of earlier years amounting to Rs. 1.52 crores due to mismatch in purchases and non - receipt of C Forms, however, company has filed rectification/ amnesty application, effect of which is still pending.

viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institution during the year.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) but has takenterm loan on 30.04.2016 from Reliance Capital Limited amounting to Rs. 1,75,00,000 for purchase of Machinery as per Sanction Letter.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

For Rajvanshi & Associates

Chartered Accountants

Firm Regn. No.: 005069C

Vikas Rajvanshi Partner

Membership No.: 073670

Place : Jaipur

Date : 30th May 2017.