We have audited the accompanying standalone financial statements of
Sundaram-Clayton Limited, Chennai (the Company), which comprise the
Balance Sheet as at 31st March, 2016, 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.
Management''s Responsibility for the Standalone Financial Statements
The Company''s 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 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.
Our responsibility is to express an opinion on these standalone
financial statements 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
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
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.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s 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 Company''s 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 Company''s 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 standalone
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 Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India;
a) of the state of affairs of the Company as at 31st March, 2016;
b) its Profit for the year ended on that date; and
c) its cash flows for the year ended on that date.
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 of the Act, we give in the Annexure -
1, a statement on the matters specified in the paragraphs 3 and 4 of the 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 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
c. The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
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 written representations received from the directors
as on 31st March, 2016 taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March, 2016 from being
appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in Annexure - 2.
g. With respect to the other matters to be included in the Auditor''s
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 - refer note no. XXII
(7) to the financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection fund by the
Annexure 1 referred to in our report under Report on Other Legal and
Regulatory requirements Para 1 of even date on the accounts for the
year ended 31st March, 2016.
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation of fixed
(b) Fixed assets are verified physically by the management in
accordance with a regular programme at reasonable intervals. No
material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties of the Company are held in
the name of the Company.
2. The inventory has been physically verified at reasonable intervals
during the year by the management. It was represented that no material
discrepancies were noticed.
Also it was represented to us that inventory with third parties is also
verified from time to time.
3. During the year, the company has not granted any loan to a company,
firm or other parties covered in the register maintained under Section
189 of the Companies Act, 2013.
4. During the year, the company has not granted any loan or has
furnished any guarantees or provided any security. Hence reporting on
whether there is compliance with provisions of Section 185 of the
Companies Act, 2013 does not arise.
The Company has invested a sum of Rs. 5.26 crore during the year and
the total investments made by the company is in compliance with the
provisions of section 186 of the Companies Act, 2013.
5. The Company has not accepted any deposit within the meaning of
Sections 73 to 76 of the Companies Act, 2013, during the year.
6. We have broadly reviewed the books of accounts maintained by the
company under sub-section of (1) of Section 148 of the Companies Act,
2013, read with the rules made by the Central Government for
maintenance of cost records and are of the opinion that prima-facie,
the prescribed accounts and records have been made and maintained.
7. (a) According to the records provided to us, the company is
generally regular in depositing undisputed statutory dues including
Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax,
Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and
other statutory dues with the appropriate authorities. However, we have
observed a few instances of delay in remittance of service tax, Value
Added Tax, Employees'' State Insurance and income tax deduction into the
(b) According to the information and explanations furnished to us, no
undisputed amounts payable in respect of Income tax, Sales tax, Service
tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess were in
arrear as at 31st March, 2016 for a period of more than six months from
the date they became payable.
(c) According to information and explanations furnished to us, the
following are the details of the disputed dues that were not deposited
with the concerned authorities:
Name of the Nature of Amount Forum where the
statute dues (Rs. in
crores) dispute is pending
Central Excise Act, Excise Duty 0.06 The Honourable High
1944 Court of Judicature
Finance Act, 1994 Service Tax 3.21 Customs Excise &
Service Tax Appellate
3.20 Commissioner of
0.09 Joint Commissioner
of Central Excise,
0.04 Deputy Commissioner
of Central Excise,
Income Tax Act, 1961 Income Tax 7.62 Commissioner of
Income Tax (Appeals),
Tamil Nadu Town and Fee payable to 0.83 The Honourable
Country Planning CMDA / High Court of
Act, 1971 Municipal Judicature at Madras
Tamil Nadu Value Value added tax 0.12 Appellate Deputy
Added Tax Act, 2006 Commissioner,
8. Based on our verification and according to the information and
explanations given by the management, the company has not defaulted in
repayment of dues to its banks. The Company has not borrowed from any
financial institution and Government nor has issued any debentures.
9. (a) The Company has not raised any money by way of initial public
offer or further public offers (including debt instruments) during the
year. Hence reporting on utilization of such money does not arise.
(b) The term loan availed by the company has been applied for the
purpose for which it was availed.
10. Based on the audit procedures adopted and information and
explanations given to us by the management, no fraud by the Company or
on the Company has been noticed or reported during the course of our
11. In our opinion and according to the information and explanations
given to us, managerial remuneration has been paid and provided in
accordance with the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Companies Act, 2013.
12. The Company is not a Nidhi company and as such this clause of the
Order is not applicable.
13. (a) In our opinion and according to the information and
explanations given to us, all transactions with the related parties are
in compliance with Sections 177 and 188 of Companies Act, 2013.
(b) The details of transactions during the year have been disclosed in
the Financial Statements as required by the applicable accounting
standards. Refer note no. - XXII (11) and XXII(12) to Financial
14. During the year, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures under Section 42 of the Companies Act, 2013.
15. In our opinion and according to the information and explanations
given to us, the company has not entered into any non-cash transactions
with directors or persons connected with them.
16. The company is not required to register under Section 45-IA of the
Reserve Bank of India Act, 1934.
For SUNDARAM & SRINIVASAN
Firm Regn. No. 004207S
12th May 2016 Membership No. F7945