WABCO INDIA Auditors Report

Report on the Ind AS Financial Statements


We have audited the accompanying Ind AS financial statements of WABCO INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.


Management’s Responsibility for the 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position),profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act., read with Rule 7 of the Companies (Accounts) Rules, 2014and the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Auditor’s Responsibility


Our responsibility is to express an opinion on these Ind AS 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 thereunder. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 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 Ind AS 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 Ind AS 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 accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS 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 Ind AS financial statements.


Opinion


In our opinion and to the best of our information and according tothe explanations given to us, the Ind AS 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 March 31, 2017, its profit including other comprehensive income, its cash flows and the changes in equity 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 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 purpose of our audit;


(b) In our opinion, proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of those books;


(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;


(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 Companies (Indian Accounting Standards) Rules, 2015, as amended;


(e) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;


(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 Ind AS financial statements - Refer Note 34 to the financial statements;


ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;


iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;


iv. The Company has provided requisite disclosures in Note 45 to these financial statements as to the holdings of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. However, as stated in Note 45 to these financial statements amounts aggregating to Rs.29,500 as represented to us by the Management have been received from transactions which are not permitted.


ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE Re: WABCO INDIA LIMITED (‘the Company’)


(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.


(b) Fixed assets have been physically verified by the management during the year in accordance with its plan of verifying in a phased manner and no material discrepancies were identified on such verification.


(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company.


(ii) The management has conducted physical verification of inventory at reasonable intervals during the year. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.


(iii) According to the information and explanations given to us, 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 Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and not commented upon.


(iv) In our opinion and according to the information and explanations given to us, in respect of loans and advances given, investments made and, guarantees and securities given, provisions of Section 186 of the Companies Act, 2013 have been complied with by the Company. There are no loans granted in respect of which provisions of Section 185 of the Companies Act, 2013 are applicable and hence reporting under Clause 3(iii) insofar as it relates to section 185 is not commented upon.


(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.


(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Companies Act, 2013 relating to certain products of the Company to which such rules apply, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.


(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. In respect of service tax, there have been significant delays in certain cases and slight delays in a case relating to remittance of income-tax, value added tax and employees’ state insurance.


(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.


(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

































Name of the statute



Nature of dues



Gross dues (Rs. in lakhs)



lax paid under protest (Rs. in lakhs)



Amount (Rs. in lakhs)



Period to which the amount relates



Forum where dispute is pending



Income Tax Act, 1961



Income Tax



8.57



-



8.57



2010-11



Commissioner of Income tax (Appeals), Chennai



Income Tax Act, 1961



Income Tax



8.89



8.89



2011-12



Commissioner of Income tax (Appeals), Chennai











































































































Income Tax Act, 1961



Income Tax



455.03



455.03



2012-13



Commissioner of Income tax (Appeals), Chennai



Income Tax Act, 1961



Income Tax



370.68



370.68



2013-14



Commissioner of Income tax (Appeals), Chennai



Central Excise Act, 1944



Excise duty -CENVAT credit availment on inputs and capital goods pertaining to R&D unit



67.74



67.74



2008-09 2009-10 2010-11 2011-12 2012-13



Commissioner of (Appeals) Central Excise, Chennai



Central Excise Act, 1944



Excise duty CENVAT credit availment on inputs and capital goods pertaining to SEZ unit



52.95



52.95



2012-13 2013-14 2014-15 2015-16



Commissioner of (Appeals) Central Excise Chennai



Service Tax inputs.



Service tax-Credit reversal on certain



30.73



30.73



2010-11 2011-12 Chennai



Commissioner of Central Excise (Appeals)



Service Tax



Service tax-Credit reversal on certain inputs.



1.33



0.13



1.20



2010-11



The Customs, Excise and Service Tax Appellate Tribunal



Service Tax



Service tax-Non-distribution of common services input credit



1.09



1.09



2012-13



Commissioner of Central Excise (Appeals), Chennai



Service Tax



Service tax-Credit reversal on certain inputs.



0.86



0.86



2008-09



Commissioner of Central Excise, Chennai



Service Tax



Service tax-Credit reversal on certain inputs.



21.58



21.58



2005-08



Commissioner of Central Excise (Appeals), Chennai



Sales Tax



Input tax Credit reversal for CST sales without C Forms



1052.11



280.90



771.21



2008-09 2009-10 2010-11



Assistant Commissioner, (Commercial Taxes), Chennai



Sales Tax



Difference in purchase and sales turnover between return and books.


ITC Reversal for non-submission of C form



18,717.16*



18,717.16



2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16



High Court, Madras



* - excludes penalty of INR. 28,076 Lakhs.


(viii) The Company did not have any outstanding loans or borrowing dues in respect of a financial institution or bank or to government or dues to debenture holders during the year.


(ix) According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.


(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.


(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.


(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of Clause 3(xii) of the order are not applicable to the Company and hence not commented upon.


(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.


(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under Clause 3(xiv) are not applicable to the Company and, not commented upon.


(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.


(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.


For S.R. Batliboi & Associates LLP


Chartered Accountants


ICAI Firm Registration No. 101049W / E300004


Per S. BALASUBRAHMANYAM


Place: Chennai Partner


Date : May 30, 2017 Membership No. 053315

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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