To The Members of
Bombay Cycle & Motor Agency Ltd.
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial Bombay Cycle & Motor
Agency Ltd. ("the Company"), which comprise the Balance Sheet as at 31st
March 2023 and the Statement of Profit and Loss (including the Statement of Other
Comprehensive Income), Statement of changes in Equity and Statement of Cash Flow for the
year ended and notes to standalone financial statement, including summary of significant
and other explanatory information (hereinafter referred to as the "standalone
financial statement").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies
Act, 2013, as amended ("the Act") in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March 2023, its
profit including other comprehensive income, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements 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 Accountants of India together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions
of the Act and the Rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained by us is to provide a basis for our audit opinion
on the Standalone Financial Statements.
Key Audit Matters
Key audit matters (‘KAM) are those matters that, in our professional judgment,
were of most significance in our audit of the Standalone Financial Statements for the
financial year ended March 31st, 2023. These matters were addressed in the
context of our audit of the Standalone Financial Statement as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on this matter. "We have
determined that there are no key audit matters to communicate in our report for the
current year"
Information other than the Standalone Financial Statement and Auditors Report Thereon
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
standalone financial statements and auditors report thereon. Our opinion on the
Standalone Financial Statements does not cover the other information and we do 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 and, in doing so, consider whether such other information
is materially inconsistent with the standalone financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this
regard.
Managements Responsibility for the Standalone Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated
in section 134(5) of the Act, with respect to the preparation and presentation of these
standalone financial statements that gives 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, 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
the design, implementation and maintenance of adequate internal financial controls, that
were operating effectively 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.
In preparing the Standalone Financial Statement, management and board of directors are
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 to cease
operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial Statement
Our objectives are 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 an 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 professional skepticism throughout the audit.We also:
(a) Identify and assess the risks of material misstatement of the Standalone Financial
Statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is to provide a basis for our opinion. The
risk of not detecting 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.
(b) Obtain an 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 also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
(d) 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 on the Companys ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor‘s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
(e) Evaluate the overall presentation, structure and content of the Standalone
Financial
Statements, including the disclosures, and whether the Standalone Financial
Statements represents the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant significant we identify during our
audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
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
for the financial year ended March 31st, 2023 and are therefore the key audit
matters. We describe these matters in our auditors report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Act, we give in "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2. (A) 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 including the statement of other
comprehensive income, the Cash Flow Statement of Changes in Equity dealt with by this
Report are in agreement with the books of accounts;
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS
specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 st March, 2023 from being appointed as a director in
terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to
these Standalone Financial Statements and the operating effectiveness of such controls,
refer to our separate
Report in "Annexure B" Our report expresses an unmodified opinion on
the adequacy and operating effectiveness Companys internal financial controls with
reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditors
Report in accordance with the requirement of section 197(16) of the Act, as amended:
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.
h) 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, as amended 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 as at 31st
March,
2023 on its financial position in its standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the
Company
iv. (a) The Management has represented that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested ( either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person or entity, including foreign
entity ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries
(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (i) and (ii) ofRule 11 (e), as provided under (a) and
(b) above, contain any material misstatement. v. (a) The dividend declared or paid during
the year by the Company is in compliance with Section 123 of the Act. (b) The Board of
Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend
proposed is in accordance with section 123 of the Act, as applicable. vi. Proviso to Rule
3(1) of theCompanies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is
applicable to the Company with effect from April 1,2023, and accordingly, reporting under
Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.
For N. G. THAKRAR & CO
Chartered Accountants
Firm Registration Number: 110907W
Ujwal Natwar Thakrar
(Partner)
Membership No.147392
UDIN: 23147392BGYUSJ1989
Place: Mumbai
Dated: 12/5/2023
Annexure – ‘A to the Independent Auditors Report
The Annexure referred to in paragraph 1 of the independent Auditors Report to the
members of BOMBAY CYCLE & MOTOR AGENCY LIMITED on the Financial Statement for
the year ended March 31st, 2023.
I. In respect of Companys Property, Plant & Equipment:
a.(i) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant & Equipment and relevant details
of right of use assets.
(ii) The Company has maintained proper records showing full particulars of intangible
assets.
b. The Company has a regular program of physical verification of Property, Plant &
Equipment and right-of-use assets by which all the assets have been physically verified by
the management during the year at regular intervals, which in our opinion is reasonable
having regard to the size of the company and the nature of its assets. According to the
information and explanation given to us, no material discrepancies were noticed on such
verification.
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 company.
d. The Company has not revalued its Property, Plant & Equipment (including right-of
use assets) and intangible assets during the year.
e. No proceedings have been initiated during the year or are pending against the
Company as at March 31st, 2023 for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under
II. In respect of Companys Inventory
a. The physical verification of inventory has been conducted at reasonable intervals by
the management. In our opinion, the procedures for physical verification of inventory
followed by the management are reasonable and adequate in relation to the size of the
company and nature of business.
The company is maintaining proper records of inventory and no material discrepancy of
10% or more in the aggregate for each class of inventory were noticed on physical
verification.
b. During the year the company has not sanctioned any working capital limits in excess
of 5 crore, in aggregate, at any points of time during the year, from banks or financial
institutions on the basis of security of current assets and hence reporting under clause
3(ii) (b) of the Order is not applicable.
III. a. The Company has granted unsecured loans to its Joint Venture Company during the
year amounting to Rs.3,50,00,000 for a period of three years.
b. In our opinion, the investments made and the terms and conditions of the grant of
loans, during the year are, prima facie, not prejudicial to the Companys interest.
c. In respect of loans granted by the Company, the schedule of repayment of principal
and payment of interest has been stipulated and the repayments of principal amounts and
receipts of interest are generally been regular as per stipulation.
d. In respect of loans granted by the Company, there is no overdue amount remaining
outstanding as at the balance sheet date. e. No loan granted by the Company which has
fallen due during the year, has been renewed or extended or fresh loans granted to settle
the over dues of existing loans given to the same parties.
f. The Company has not granted any loans or advances in the nature of loans either
repayable on demand or without specifying any terms or period of repayment during the
year. Hence, reporting under clause 3(iii)(f) is not applicable
IV. The Company has complied with the provisions of Sections 185 and 186 of the
Companies Act, 2013 in respect of loans granted, investments made and guarantees and
securities provided, as applicable. The details of the loans granted is as follows-.
S r . No |
Name of Party |
g Nature of relationship |
Year- end balance (INR) |
Maximum amount outstanding during the year (INR) |
1. |
Walchand Sun Advance Composite Pvt. Ltd. |
Joint Venture |
3,50,00,000 |
3,50,00,000 |
V. The Company has not accepted any deposits from the public during the year, within
the meaning of sections 73 to 76 of the Act or any other relevant provisions of the Act
and the rules framed there under and therefore, provisions of paragraph 3(v) of the Order
is not applicable to the Company.
VI. The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act, for any of the services rendered by the Company.
VII. According to the information and explanation given to us, in respect of statutory
dues:
a. The Company has generally been regular in depositing undisputed statutory dues
including provident fund, employees state insurance, income-tax, goods and service tax,
cess and other material statutory dues as applicable to the Company.
b. According to the information and explanations given to us and based on records
examined by us, there are no dues of Goods and Services Tax, provident Fund, Employees
State Insurance, Income Tax, Service Tax, Sales Tax, duty of Excise, duty of customs,
Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2023
for a period of more than six months from the date they became payable.
c. There has been no statutory dues referred to in sub-clause (a) above which have not
been deposited as on March 31, 2023 on account of disputes.
VIII. There were no transactions relating to previously unrecorded income that have
been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (43 of 1961).
IX. To the best of our knowledge and according to the information and explanations
given to us, a. The Company does not have any loans or borrowings from banks or financial
institutions, government and has not issued any debentures. Accordingly, paragraph
3(ix)(a) of the order is not applicable.
b. The Company has not been declared wilful defaulter by any bank or financial
institution or government or any government authority.
c. The Company has not taken any term loan during the year and there are no outstanding
term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the
Order is not applicable.
d. On an overall examination of the financial statements of the Company, funds raised
on short term basis have, prima facie, not been used during the year for long-term
purposes by the
Company.
e. On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries.
f. The Company has not raised any loans during the year and hence reporting on clause
3(ix)(f) of the Order is not applicable.
X. a. The Company has not raised any money by way of initial public offer or further
public offer (including debt instruments) and term loans during the year. Accordingly,
Paragraph 3(ix) of the order is not applicable.
b. The Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debenture during the year
XI. a. No fraud by the Company or no material fraud on the Company by its officers or
employees has been noticed or reported during the year. b. No report under sub-section
(12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during
the year and upto the date of this report. c. No whistle blower complaints were received
by the Company during the year (and upto the date of the report), while determining the
nature, timing and extent of our audit procedures.
XII. The Company is not a Nidhi company and hence reporting under clause (Xii) of the
Order is not applicable.
XIII. In our opinion, 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. a. The company has an internal audit system commensurate with the size and nature
of its business.
b. We have considered, the internal audit reports for the year under audit, issued to
the Company during the year and till date, in determining the nature, timing and extent of
our audit procedures. XV. In our opinion, the Company has not entered into non cash
transactions with directors or persons connected with its directors. And hence provisions
of section 192 of the companies Act, 2013 are not applicable to the Company.
XVI. a. In our opinion, the Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(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) and accordingly reporting under clause 3(xvi)(d) of the Order is not
applicable.
XVII. The Company has not incurred cash losses in the financial year and in the
immediately preceding financial year.
XVIII. There has been no instance of resignation of the statutory auditors during the
year.
XIX. On the basis of the financial ratios, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the
financial statements and our knowledge of the Board of Directors and Management plans and
based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the
date of the audit report indicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the
facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the balance
sheet date, will get discharged by the Company as and when they fall due.
XX. In our opinion and according to information and explanation given to us, provision
of Section 135 is not applicable to the Company
XXI. There have not been any qualifications or adverse remarks by the respective
auditors in the Companies (Auditors Report) Order (CARO) reports of the companies
included in the consolidated financial statements.
For N. G. THAKRAR & CO
Chartered Accountants
Firm Registration Number: 110907W
Ujwal Natwar Thakrar
(Partner)
Membership No.147392
UDIN: 23147392BGYUSJ1989
Place: Mumbai
Dated: 12/5/2023
Annexure – ‘B to the Independent Auditors Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory
Requirements section of our report of even date for the year ended March 31, 2023)
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Bombay
Cycle & Motor Agency Ltd ("the Company") as of March 31, 2023 in
conjunction with our audit of the standalone financial statements of the Company for the
year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls 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 (the ‘Guidance Note).
These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively 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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing, deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls. 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
over financial reporting was established and maintained and if such controls operated
effectively in all material respects. Our audit involves performing procedures to obtain
audit evidence about the adequacy of the 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. 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.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control 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 as at March 31, 2023, based on the 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 financial control
over financial reporting may become inadequate because of changes in conditions, or 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 the explanations given
to us, 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 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.
For N. G. THAKRAR & CO
Chartered Accountants
Firm Registration Number: 110907W
Ujwal Natwar Thakrar
(Partner)
Membership No.147392
UDIN: 23147392BGYUSJ1989
Place: Mumbai
Dated: 12/5/2023
+91-9892691696
