Autolite (India) Ltd Directors Report.

TO THE MEMBERS OFAUTOLITE (INDIA) LIMITED

Report on theAudit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying Standalone Financial Statements of AUTOLITE (INDIA) LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at 31st March, 2019,and Standalone l Statements of Profit and Loss (including other comprehensive income), Standalone Statement of Cash Flows and Standalone Statements of Changes in Equity for the year then ended, and Notes to the Standalone Financial Statements Including a summary of the significant accounting policies and other explanatory information.

In our Opinion and to the best of our information and according to the explanations given to us, except for the effects and indeterminate effect of the matters described in the basis for Qualified Opinion section below, The aforesaid Standalone Financial Statements give the information required by the Companies Act,2013 ("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 March 31,2019 and total comprehensive income (comprising profit and other comprehensive income), changes in equity and its cash flows for the year then ended

Basis for Qualified Opinion

(I) As detailed in Note No. 53 of Standalone Financial Statements, in the absence of information, no impact has been taken in books for Deferred Tax Assets/Liabilities as required in Ind AS -12 (Income Taxes) except for Re-measurement required in Ind AS -101 (First Time adoption of Ind AS). Accordingly, we are unable to comment on the impact of the aforesaid,

(ii) As detailed in Note No 54 of Standalone Financial Statements regarding Non-Recoverable/Unadjusted Advances and Trade Receivables for Rs. 293.54 Lakhs as required in Ind AS-37 (Provisions, Contingent Liabilities and ContingentAssets),

(iii) As detailed in Note No 55 of Standalone Financial Statements, no impact of Expected Credit Loss has been taken As required in IndAS -109 (Financial Instruments).

(iv) As detailed in Note No. 56 of Standalone Financial Statements regarding claim for Export Incentive on estimated basis for Rs 226.54 Lakhs as required in Ind AS -115 (Revenue from contract with customers),

(v) As detailed in Note No. 57 of Standalone Financial Statements, revenue has not been properly recognized as required in Ind AS-115 (Revenue from contract with customers). Accordingly, we are unable to comment on the impact of aforesaid.

(vi) As detailed in Note No. 58 of Standalone Financial Statements regarding non provision of interest of Rs 17.94 Lakhs as per MSME Act 2006 on dues to Micro and Small Enterprises of Rs.

164.95 Lakhs which were outstanding for more than 45 days at the Balance Sheet date.

We further report that had the observation made by us in item (ii),

(iv) and (vi) above been considered the Total Comprehensive Income and Total Equity would have been reduced by Rs 538.02 Lakhs. Other Non-Current Assets, Other Current Assets and Trade Receivables would have been reduced by Rs.345.77 Lakhs, 94.64 Lakhs and Rs 79.67 Lakhs respectively and Trade Payable would have been increased by Rs. 17.94 Lakhs.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the audit of the Standalone Financial Statements section of our report. We are independent of the company in accordance with the Code of Ethics issued by the Institute of Chartered Accountant of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provision of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key audit matters

1. We draw attention to Annexure to the Auditors Report Para No. vii (a) that the company is not regular in depositing its statutory dues with appropriate authorities. Our opinion is not qualified in respect of this matter.

2. The Company is in process to prepare Return and reconciliation for goods and service tax for the financial year 2018-19. In the absence of sufficient details and information, we are unable to determine the correct liabilities of tax, interest and penalty; accordingly we are unable to comment on the impact of related liability included in these Standalone Financial Statements

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the annual report but does not include the Standalone Financial Statements and our Auditors Report thereon, The Annual Report is expected to be made available to us after the date of this Auditors Report. Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appear to be materially misstated. When we read the annual report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of Management and those charged with Governance for the Standalone Financial Statements

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 of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and Changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standard) Rules, (as amended) under Section 133 of theAct. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements management is responsible for assessing the companys ability to continue as a going concern disclosing, as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or the cease operations or has no realistic alternative but to do so, those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for Audit of the Standalone Financial Statements

Our objective is to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditors report that includes our opinion, reasonable assurance is a high level of assurance, but is not a guarantee that audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain skepticism throw-out the audit. We also;

• Identify and asses the risks of material misstatement of the Standalone Financial Statements whether due to fraud or error design and perform audit procedures responsive to those risk and obtained audit evidence that is sufficient and appropriate to provide basis for our opinion. The risk of not deducting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

• Obtain and understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are responsible for expressing our opinion whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are to require to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosure are inadequate, to modify our opinion. Our conclusion are based on the audit evidence obtained upto the date of our auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and contents of the Standalone Financial Statements including the disclosures and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planed scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement the we have complied with relevant ethical requirements regarding independence ,and to communicate with them all relationship and other matters that may reasonably be thought to bear on our independence, and where applicable, related safe guards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matter in our auditors report unless law or regulations precludes public disclosures about the matters or when in extremely rare circumstances ,we determine that a matter should note be communicated in our report because the adverse consequence of doing so would reasonably be expected to outweigh the public interest benefits of such communications

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act ("The Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure ‘B statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of theAct, we report that:

(a) we have sought and except for the matter describe in the basis for qualified opinion paragraph and emphasis of matter paragraph above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion except for the effects and indeterminate effects of the matter describe in the basis for qualified opinion paragraph and key audit matter paragraph above 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other Comprehensive Income) the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) Except for the effects and indeterminate effects of the matter described in the basis for qualified opinion paragraph above in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of Act, except for Ind AS-12 (Income Taxes), IndAS-37 (Provisions, Contingent Liabilities and Contingent Assets), Ind AS -109 (Financial instruments) and Ind AS-115 (Revenue from contracts with customers) as detailed in Note No. 53, 54, 55, 56 and 57 of Balance Sheet,

(e) on the basis of written representation received from Directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164(2) of theAct.;

(f) with respect to the maintenance ofAccounts and other matter connected therewith, references are made to our comments in (b) above;

(g) with respect to the adequacy of the internal financial control with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate report inAnnexureA;

(h) with respect to the other matters to be included in the Auditors Report in accordance with Rule11 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 litigation as on 31.03.2019 on its financial position in its standalone Ind AS Financial statements – refer Note No. 44(A1) to the financial statements;

(ii) The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2019

(iii) There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company and

(iv) The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.

(I) with respect to the matter to be included in the Auditors Report under Section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For MADHUKAR GARG & COMPANY
CharteredAccountants
FRN - 000866C
Place : Jaipur Sd/-
Dated : 31-05-2019
(SUNIL SHUKLA)
PARTNER
M.No.071179

Annexure A to Independent Auditors Report

Referred to in paragraph (g) of the independent Audit Report of even date to the members of Autolite (India) Limited on the standalone Ind AS Financial Statements for the year ended March 31, 2019.

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

1. We have audited the internal financial controls with reference to Financial statements of Autolite (India) Limited ("the company") as of March 31, 2019 in conjunction with our audit of the standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements 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 (ICAI). 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 theAct.

Auditors Responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error.

5. 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 with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A Companys internal financial control with reference to financial statements 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 with reference to financial statements 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

Opinion

8. In our opinion, the company has maintained , in all material respects, an adequate internal financial controls systems with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control over financial 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.

For MADHUKAR GARG & COMPANY
CharteredAccountants
FRN - 000866C
Place : Jaipur
Sd/-
Dated : 31-05-2019
(SUNIL SHUKLA)
PARTNER