~ 6May,

' ~2016

BSE Ltd.,
Department of Corporate Services
The Stock Exchange Mumbai
I Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Fort
Mumbai - 300 001.

Fax No.022-22723121/206112041

Sub: Audited Financial Results for the year ended 31" March, 2016
Dear Sirs,
Pursuant to the provisions of Listing Agreement, we are pleased to enclose herewith
our Stand-alone & consolidated Audited Financial Results of Subros Ltd. for the
period ended 31" March, 2016 duly approved by the Board of Directors in their
meeting held on 26'h May, 2016.
Kindly receive the same in order
Thanking you,
Yours faithfully,
For SUBROS LIMITED

h\X h

Hemant K. Aganval
Dy. Company Secretary
Encls: as above.

Corporatea
Regd. Office
Noida
Works
ManesarUnit

CIN :- L74899DL1985PLC020134

PuneUnit

: LGF. W o r l d T r a d e C e n t r e . B a r a k h a m b a Lane.
Phone : 0 1 1-234 14946-49
Fax : 0 1 1-234 14945

N e w D e l h i - l I 0 001 (India)
Website : w w w . s u b r o s . c o m
: 8-188 & C-51. Phase-ll. Noida - 201304. P.0. NEPZ, Disa. Gaurambudh Nagar (U.P.) (India)
P h o n e : 0120-2562.226. 24601 35
Fax : 0120-2562783
: P l o t N o . 3951396, Sector - 8. I M T Manesar. G u r g a o n - l 2 2 0 5 l (Haryana)
Phone : 0124 - 2291764 ( 30 Lines ) Fax : 0124 - 2291835
: B 8&9. MIDC-Chakan Industrial Area,(Chakan-Talegaon Road).Chakan.Pune-4lO5OI
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AUTO AIRCONDITIONING SYSTEMS

26th May, 2016

BSE Ltd.,
Department of Corporate Services
The Stock Exchange Mumbai
I Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Fort
Mumbai - 300 001.

Fax No.022-22723 1211206112041

Dear Sirs,
We wish to inform you that in the meeting of the Board of Directors held on 26th
May. 2016, the Board has recommended a dividend of Rs 0.80 per share i.e. 40%
on the paid-up equity capital of the company for the financial year 2015-16.
It has also been decided that ,the Register of Members shall reniain closed from
Saturday, the 3oth July, 2016 to Monday, the 8th Aug. 2016 (both days inclusive)
for the purpose of dividend and the Annual General Meeting of the company which
shall be held on 8thAug., 2016.

Kindly receive the same in order.

Tlianking you,
Yours faithfully,
For SUBROS LIMITED

Hemant K. Agarwal
Dy. Company Secretary

Corporate&
: LGF. W o r l d T r a d e C e n t r e . Barakhamba Lane. N e w D e l h i - l I 0 001 ( I n d i a )
Regd. m ~ c e
Phone : Ol 1-234 14946-49
Fax : 0 11-234 14945
Website : w w w . r u b r o s . c o m
: 0-188 & C-5 1. Phase-ll. Noida
201304, P.O. NEPZ. Distr Gautambudh Nagar (U.P.) (Indla)
Noida
Works
Phone : 0 120-2562226, 2460 135
Fax : 0 120-2562783
: P l o t N o . 3951396. Sector - 8 , I M T Manesar. G u r g a o n - l 2 2 O S l (Haryana)
ManesarUnit
2291835
P h o n e : 0 1 2 4 - 2291764 ( 30 L i n e s ) Fax : 0124
.. .
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sUbms Liimited -

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REGD. OFFICE : LGF,WUKLU I ~ M U L

..-, CIN :- L74899DL1985PLC020134;www.subros.com ; Ernail:hemant.agarwaI@suDros.co~~~
STATEMENT OF UNAUDITED /AUDITED RESULTS FOR THE QUARTER I FOR THE YEAR ENDED 31st MARCH. 2016

STANDALONE
Particulars

CONSOLIDATED

PARTICULARS

2
3
4
5
6

The above financial results were reviewed by Audit Comminee at their meeting held on 26th May.2016 and approved by the Board of Directors at their meeting held on 26th May. 2016.
The Board of Directors at their meeling considered and recommended a dividend of Rs 0.80bper share forthe year ended 3151 Manh'2016 of face value Rs.?J. each subjecl lo the approvalof the Shareholders.
The company's operations compnse of only one segment i.e. parts 8 components for Automotive Airconditioning systems.
The figures of the last quarter are the balancing figures behveen the audited figures in respect ofthe full financial year andthe published year to date unaudited figures upto the lllrd quarter of the current financial year.
Tax Expenses are net of MAT credit recoverableand include Current Tax and Deferred tax
Conmlidaled Financial S l a t e m has been prepared In accordance with ACCOunting Standard-21 Consolidated Financial statements. and Accounting Standard -27 'Financial Reporting of

The figures of the previous periods have been regrouped, where ever necessary, conform to the current qualleh Iy e a h classification.

Place New D e l h ~
Date 26 05 2016

Dated: 26th May, 2016

FORM- A
(For Audit Report with unmodified opinion)
[Pursuant to Regulations 33 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 20151
1
2

3
4

Name of the Company

Annual Financial Statements for
the Year ended
Type of Audit Observation
Frequency of Observation

For Subros Limited

: Subros Limited
: 31" March, 2016 (Standalone)
: Un-modified
: Not Applicable

For Subros Limited

P----(Shradha Suri)
Managing Director

For Subros Limited

Chairman of Audit Committee

For Subros Limited

n \ t ILq,wq'

(Hemant K. Agarwal)
GM Finance & Dy. Company Secretary)

For V.K.Dhingra & Co.

Firm Registration No.000250N
Chartered Accountants

(sanjaYJindal)
Partner
Membership No: 087085

K K. Dhingra & Co.

CharteredAccountants
INDEPENDEN'C AUDITORS' REPORT
TO TFE MEMBERS OF
SUBROS LIMITED
Report nn the Standalone Financial Statements
I.

We have audited the accompanying Standalone financial statements of SUBROS LIMITED.

Crla Company"), which co~nprisethe Balance Sheet as at 3 1st March, 20 16, the Statenlent of
Profit and Loss, the Cnsl~Flow Statement for the year then ended, and a s~lmnraryof the
significant accounting polic!es and ether explanator). infoinlation.

2.

The company's Board of Directors is respo~lsiblefor the matters stoted in section 131(5) of
the Colnpanies Act, 2013 ("the Act") with respect to the preparation of these stundalo~le
financial statelturnerits that give a tncc and fair view of the financial position, financial
performance artd cash flows of tlie Company in accordance with the accountil~gprinciples
generally accepted in India, including the Accounting Standards specified under section 133
ol'the Act. read with rule 7 ofthe Companies (Accounts) Rules, 201 4. This responsibility also
includes the maintenance of adequate accounting records in accordance with the provisiolls 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
judg~nentst~ndesti~natesthat arc reasonable and pmderlt; and design, implementation and
maintenance of adequate interllal financial co~itrok thtit were opernting effectively for
ensluing the accuracy and co~nplcteaessof the accounting records, relevant to the preparation
nnd presentation of the financial statements that give a true and fair view and are free from
n~ateriolmisstatement. whether due to Sraud or error.

i.

Our responsibility is to express all opinioli on these standalone finnncial statements based ori
our audit.

We Ilarc t ~ k e ninto account the provisions of the Act, the Accounting and auditing standard
and matters which are required to bc included in the audit report under thc provisio~iof tlre
Act and rules lllade there tllidcr.

5.

We conducted our audit in accordance with the Standards on A~~diting

specified under Section
143(10) of thc Act and other applicable autltoritative pronouncements issued by the Institute
of Clrartcred Accountants of' India. 'Those Standards and pronouncements require that we
conlply with ethical requirements and plan and perfonn thc audit to obtain masonable
ussurarlcc about rvherher the financial statements are free from matwial misstatement.

6.

An aildrt involves perl'orming proccdurcs to obtain audit evidence about thc amounts and
the disclosures in the fina~icialstatements. 'The procedures selected depcttd en the auditor's
judglnent. inclllding the assessrllcnr of the risks of material misstatement of the financial
statomcnrs. uhether due to fraud or enor I11 insking those r i ~ kassessments, the auditor
considers lntcnral fiaanc~alcontrol relevant to the Company's preparation of llie financial
staten~entsthat -give a true and fair rieu in order to desixii audit procedures tl~atarc
nppropriate in rhe circumstances. An nlidit also includes

I-EI.5, J/tondewa!m Extn.. New DelhCIIOU5S, India ~-mi&$~-~n/&~dE8%kt~'*

Fax :(91-11)- 23549789,Phones :(91-11)- 23528511,2.3638325,235~~,
23550475

V.

Continuation Sheet..........................,

K. OHlNGRA & CO.

of the accounting pol~ciesused and rhc reasonableness of the accotmting estimates made hy
the Company's lltrectors. as well as evaluating the overall presentation of the financial

7.

We believe that the audit evidence wc have obtained is sufticient and appropriate to provide a
basis for our audit opir~ionon the standalone financial statements.

8.

I n ottr opinion and to the best of our information and according to the explanations given to
us, the aforesaid stmdalot~efinancial statements give the information requiwd by the Act in
the lnnnrler so required and give a tl.ue and fair view in conformity with the accounting
principles generally accepted in India of the state of affairs of the Company as at 3 1" March,
20 16 and its prof t and cash flo\r.s for the year ended on that dat.e.

Report on Otlier Legal and Regulatory Requirements

9.

As required by the Companies (Auditor's Report) Order, 2016 ("(he Order") issued by the
Central Goremnle~itof India in terms of sub-section (1 1) of section 143 of the Act
(Ilereinafkr referred to as '-order") and on the basis uf such checks of tlie books nnd records of
a5 we considered appropriate and according to the infor~nationand expla~~ations
the Compa~~y
given to us, a e give in the Annextire A, a statement on the matters specified in paragraphs 3
and 4 of the Order, to the exrent applicable.

10.

As rcquired by section 143 (3) of the Act. we report that:

(a)

Wc have sought and obtained all the infonilation and explanatioris which to the best
of our krtowledge and belief \sere necessary for the purpose of our audit.

(1>]

In our opinion, proper books of account as required by law have been kept by the
Company so far ris it appears from our examination of those books.

(c)

'[he Balance Sheet. Statement of Profit and Loss, and the Cnsl~Flow state men^ dealt
&it11by this Report are in agrcement with the books of a-LLOUII~.

(d)

In our opinion, the aforesaid standalone financial statelncnrs con~plywit11 thc

Accounting Standards specified under section 133 of the Act, read with rule 7 of the
(Iompanies (Accounts) Ruics, 2013.

(e)

0 1 1 tl~chasis of winen reprcsentntions received from the directors as on 3 1 st March,

2016 and taken on record by the Board of Directors, none of the directors is
disqualified as on 31' March. 2016 from being appointed as a director in terms of
Section 164(2) of thc Act.

if)

With respect to the adequacy of the intcrrlal financial controls over fim~cial
reporting of the Company atid the operating effectiveness of such controls, refer to
our separate Report in Annexure 13.

Continuation Sheet...........................

V. K. DHJNGRA % CO.

(g)

With respect to the other nlatters to be included in the Auditor's Report in accorda~~ce
with rule I 1 of tile Companies (Audit and Auditors) Rules, 2014, in our opinion and
to thc best of our information and according to the explanations given to us:
i.

l'hc Company does not have pending litigations which would impact its
financial position. Refer Note 49 (i) to the financial statements

ii.

The Colnpany is not required to make any provision, under any law or
accountirlg standards as the corliparly does not have long-term contracts
including derivative contracts ----Refer Note 49 (ii) to the .final~cialstatements

iii.

There has been 11odelay in transferring amounts. required to he t~ansferredto

the Investor Education and Protection Fund by the Company during the year
ended March 3 1, 2016 Refel Note 39(iii) to the financial statements.

Fur V. K. DHINGRA & CO.

CfIARTERED ACCOUNTANTS

PLACE: NEW DELHI

DATED: MAY 26,2016

( S A N J ~ YA Y ~ A L )
PARTNER

M. No. 087085

--**

'+LC*,

cp

.
....,,

Continuation Sheet.................

V. K. OHlNGRA & CO.

ANNEXURE 'A1TO INDEPENDEIYT AUDITORS' REPORT

REFERIZED TO IN YAR4GR4PH 9 OF THE IIVUEPENDENT AUDITOR'S REPORT OF
EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS AS OF AND FOR THE
YEAR ENDED 3PTIVMKCH. 2016 TO THE MEMBERS OF SUBROS LIMITED

1.

(a)

The Company has maintained proper records showing fi111 particulars, including
quantitative details and situation of fixed assets.

(b)

As explained to us. physical verification of the major portiorl of fixed assets was
conducted by the rnaliagement during the year. In our upinion, the frequency of
physical verification is reasonable having regard to the size of the Con~panyand the
nature of its assets. No material discrepancies were noticed on aforesaid verification.

(c)

Accor~iingto the intormahon and explltnations given to us and on the basis of our
cxanlination of the records of the Company, the title-decds of immovable properties,
us disclosed in 'Note-1 1' on Fixed Assets to the financial statement, arc held in the
rlarnc of the company.

2.

In our o p i r ~ i o'~nd
~ ~ according to the infbrn~ationslid explarlations given to us, physical
verification of inventory has been conducted at reasonable intervals by thc management. No
marerial discrepa~rcicswcrc noticed on pl~ysicalverification of inventory as compared to book
records.

3.

The Company hns not granted any secured or unsecured loans to companies, firms, limited
liability partnership or other parties covered in the register maintained under section 189 of
Act 1013. ?'herefore, clause 3(iii), (iii)a, (iii)b. atid (iii)c ofthe said Ordcr arc
the Cotnpa~~ies
not applicable to the colnpaay.

4.

The Company has not granted any loans or made any investment, or provided ally guarantees
or security to tile parties covered under section 185 and 186 of the Act. Therefore, the
provisior~sof Cluuae 3(iv) of the said Order are not applicable to the Company.

5.

The Conlpany has not accepted ally deposit from rhe public within the meaning of Sectioils 73
of the Companies Act
rules kanled there under.

to 76 or 3ny nthrr releval~tprovisions

6.

Pors~tantto the rules m d e by the Central Guveniment of India, the Company is required tu
maintain ~ o s records
t
as specrfied under section 148(1) of'the Act in respect of its products:
We have broadly reviewed the same, and are of thc opinion that, prima facie, the prescribed
accounts and records have bee11madc and maintained. We have not, howcvcr. nude n detailed
exomination of the records with a view of determine whether they are accuratc or complete.

7.

(a)

According to the ir~fomationand cxpladations given to us, the Company is generally

regular in depositing with appropriatc authorities undisputcd statutory dues including
provident fund, employee's state insurance, itiwnte k x Lsales tax, wealtli tax, service
tax, customs duty, w i s e duty, value ndded tax, cess and any other n~aterialstatutory
dues applicable to it during the year.

(b)

According to the information aad explanatiotls given to us, 110 undisputed amounts
income ax, wealth
payable in respect of provident fi~nd,e~nployee'sstate i~~surance,
tax, sales ax,custom duty, excise duty, service tax, raluc added tax, cess and any
other material statuton, dues were in arrears. as at March 31. 2016 fix n ~eriodof

V.

K. DHINGRA B CO.

jc)

Continualon Sheet...........................

According to the information and expla~iationsgiven to us, details of dues of inco~ne

txx, weillh tax. sales tau. scr~icetax, custo~tlsdue, exclse duty, value added tnx and
cess which have not been deposited on account of any disputeare given below:

......

Dy. Com~nissioner
(Appeal)

Sales Tax Acts

1997-98

Dy.~omnlisdoner j
(Appeal)
[ Dy. Conimissioner j
(Appeal)
...:I
) Maharctshtrti Sales TAXj
I Tril~uunrlMunlhai
/ Dy. Commissioner

3.70

p!.:'?
I

6"'i

...............+.-

1999-I9.

j7.23

2000-Ol

.L---?$O

!
1

2001-02

Dy. Commissioner
)I;;: '4 enl)

26.50

i
I

2002-03

'

5.61

Trib!!~!-L.I!~d_%ahad)

--

Sales 'Tax. Appellate

- Tribunal (Hyderabad)

...................

i U.P. '[ax on Entry of

,

Cioctd, into ~ o c a~i r e s

Act, 2007

Llconie Tax Actf 1961

Entrj l.ax

2008-09

20 1 1-1 2

I
I

1 -

(Appcal)

Sales Tax Apprl late

Tribunal (1-Iyderabad)
Sales Tax Appellak

..................

.................

St. Commissioner

13.41

Dy. Conunissioner
.
Supreme Coun

1 Income 'Tax /

10 11-12

8.

In our opitlion and according to tlic infornu~tionand explnnat~otisgiven to us. the Company
has not defaulted in repaylrront of dues ro banks. The Con~pariyhas neither taken any lorn
eon1 financial institution nor has issucd debentures.

9.

The Cotr~panyhas not raisccl any moueys by way of initial public offer or further public offer
(inclnding debt instruments) during the year. In our opinion and according to the information
and explanations given to us, nlotieys raiscd during the year by wny of term loall were applied
for tlic purpose fol ullicli the sanie wore raised.

10.

During Ilie course of our exlunlrlatiot~of Itre books and records of tlle Company, carried out in
accordance with the genwally accepted auditing practices in India, and according to the
information and explanations given to us, we have rleithe~come across any instance of
niaterial frauds by tbc Company or oa tlie Co~npanyby its officers or eniployees, noticed or
reported during the year, nor we have been informed of any

11

The Company has paid I provided managerial remuneration in excess of the litnits mandated
by the provisions of Section 197 read with Schedule V to the Companies Act, 2013,
aggregating to Rs. 157.10 lacs to the executlre directors of the Company. As infornied, the
Company has already sought is in rhc process of seeking requisite approvals from tile central
Gavemnient. We have been explnincd that thc Company will take appropriate steps to recover
the said cscess amount from the concenled directors in case the requisite approvals nre not
granted by the Central Governme~~t.

12.

As the Conpany is not Nidhi Company and the N~dhiRules. 20 14 are not applicable to it, the
provisions of Clause 3(xii) are not applicable to the Company.

13.

The Company has entered into transactions with related parties: in colnpliance with the
provisions of section 177 and 188 of the Act. 'The details of such related party transactions
have been disclosed in the fi~lancialstatelnerlts as required under Accounting Standard (AS)
18. Related Party Disclos~lresspecified undcr section I33 of the Act, read with Rule 7 of the
Companies (Accounts) .Rules,20 14.

11.

The Con~panyhas not made any preferential allotment or private placement of shares or fully
or partly convsrtiblc debentures during the year under review. .4ccorditigly, the provisions of
Clause ;(xiv) of tf~eOrdcr are not appLicoble to the Compa~~y.

15,

According to the information and explanntio~~s

given to us and h a s 4 on our exa~ninatio~i
of
the records of the Company, the Company has not entered into any non cash transactior~swith
its di~wtorsor persons connected with h~m.Accordingly, the provisions of Clause 3(xv) of
the Order are not sl,plicable to the Cornpany.

16.

The Company is llor required to be registered under Section 45-1.4 of the Reserve Bank of
India Act, 1931. Accordingly, the provisions of Clause 3(xvi) of the Order arc not applicable
to the Compauy.

For V. K. DIIINGRA & CO.

CHARTERED ACCOUNTANTS

PLACE: NEW DELFIl

DATED: MAY 26,2016

PAWNER
M. No. 087085

CorrtinuationSheet...........................

V. K. DHlNGRA & CO.

ANNEXURE 'B' TO THE INDEPENDENT AUDITORS' REPORT

KEFERRED TO IN PARAGRriPft 1O(F) OF THE INDEPENDENT AUDITORS' REPORT

OF EVEN ON THE STANDALONE FINANCIAL STATEMENTS AS OF AND FOR THE
YEAR EXDED 31 hlhRCH 2016 TO THE I'VIEMBEHS OF SUBROS LlMITED
Repurt on the Tnternal Financial Controls under Clause (i) of Sub-section 3 of Section
113 of the Act
1

We hiwe audited the Internal Finallcia1 Controls Over Financial Reporting of Sublos Limited
('the Conrpany') as of March 31, 2016 111 conjunction with our audit of the standalone
financial statement of the Company for the year ended 011 that dare.

kPani\gementYsResponsibility for Inrernal Financial Controls

2.

The Company's munagenlent i s responsible for establishing and maintaining internal financial
controls based on the Internal control over fitlancial reporting criter~aestabl~shedby tl~e
Colnpany consider~ngthe essential co~nponentsof internal control stated 11, the Guidance
Note on Audit of [nternal Financ~alControls over Financial Reporting issued by the Illstitltte
of Chartered Accountanls of India ([CAI). These responsibilities includc the design,
implementat~onand n~aintenar~ce
of adequate internal financial controls that \\ere operating
effect~velyfor ensuring the orderly and efficient conduct of its business, including adherence
to company's policies. the safeguarding of its assets, the prevention and detection of frauds
and errors. the accuracy and co~npletenassof the account~ngreco~ds,and timely preparation
of reliable financial information, us rcquired under the Act.

Auditor's Responsibility

3.

C)ur responsibility is to express an opinioli on the Con~pnng'sinternnl financial controls over

hancial reporting based on our audit. We conducted our audit in accorda~lcewith the
Guidance Nate on Audit of Internal Financial Caltrols Over Financial Keporting (the
"Guida~lceNote") 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. TIlose
Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to ohtaicl reasonable assurance about \vhether adequate internal
financial controls over iinar~cialreporting was established and maintained and if such controls
operated effcctively in all material respects.

4.

Our audit involves pcrforlning procedures to obtain audit evidence about the adequacy of the
internal firrailcia1 controls system avcr finnncial reporting and their operating effectiveness.
Our audit of ~nternal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a
~ n a t e r ~wealmess
d
cx~sts,and testing and evaluating the design and operating efictiveness of
internal control based on tile assessed risk. The procedures selected depend on the auditor's
judgment, iucludmg the asscssmcnt of the risks of material misstatement of the financial
statements. whether due to fraud or error.

5.

We believe that thc audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company's intemal financial controls system over financial

Meaning of Internal Financial Controls Over Financial Reporting

6.

A company's internal finar~cialcontrol over financial reporting is a process designed to

provide relrsonable assurance regarding the reliability of f i n a ~ d a l mporting and the
preparation of financial staternelits for externals purposes UI accordance with generally
accepted accounting principles. A compnny's internal financial control over financial
reporting includes those policies and procedures that (I) pertain to the n~aintenanceof records
that, in reasonable detail, accurately and fairly reflect the ~ansnctionsand dispositions of the
assds of the company; (2) provide reaso~iableassurance that transactior~sare wcorded as
necessary to permit preparation of financial siatements in accordance with genemlly accepted
accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of ~nanagcmentnnd directors of the company and (3)
provide reasonable assurnnce regarding prevention or timely detection of tlnauthorized
acquisition, use. or dispositiotl of the company's assets that co111dhave a material effect on
the financial starenwnts.

lnherent Limitations of Internal Financial Controls over Financial Reporting

7.

Because of the inhercnt limitations of internal financial controls over fillancia1 reporting,
including the possibility of collusion or improper mnnagment override of conuols, material
misstatements clue to error or fraud lnay occur and not bc detected. ALso, projections of any
evaluation o f thc internal financial controls over financial reporting to fi~turt:periods are
subject to thc risk that the internal financial control over financial reporting 111ay become
illadequate because of changes in condiiions, or that the degree of co~npliancewith the polices
or procedures may deteriorate.

Opinion

8.

la our opinion, the Company hrrs , In all material respects, an udequatc internal financial
controls systenl over fi~~ancial
reporting and such internal financial c~ntrolsover finaticial
reporring were operating effecttvely as at Marcl~31, 2016 based on tlie intcrnal control over
finru~cialrcporting criterra established by the Cornpnn)~considering the essential conlponents
of inte~~lnl
control stilted In the Cillldance Note on Audit of Internal Financial Controls Over
Financial Reportiiig issue by the Institute of Chartered Accountants of India.

For V. K.DHINCRA & CO.

CHARTEIIED ACCOUWTANTS
Firm Kegsiration No. 000250N

PLAC.E:IVKW UELHI

DATED:MAY 26,2016
M. No. 0870115

Dated: 26th May, 2016

FORM- A
(For Audit Report with unmodified opinion)
[Pursuant t o Regulations 33 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 20151

1
2

3
4

Name of the Company

Annual Financial Statements for
the Year ended
Type of Audit Observation
Frequency of Observation

For Subros Limited

: Subros Limited
: 31" March, 2016 (Consolidated)
: Un-modified
: Not Applicable

For Subros Limited

w
(Shradha Suri)
Managing Director

For Subros Limited

(G.N.Mehra)
Chairman of Audit Committee

For Subros Limited

(Hemant K. Agarwal)
GM Finance & Dy. Company Secretary)

For V.K.Dhingra & Co.

Firm Registration No.000250N
chartered Accountants

(Sa jay Jindal)

Partner
Membership No: 087085

Chartered Accounlants

lNDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF
SUBROS LIMITED
Report on the Consolidated Financial Statements
1.

We have audited the accompanying consolidated financial statements of SUBROS

LI-MITED (hereinafter referred to as "the Holding Company") and its subsidiary and
its jointly controlled entity (together referred as "thc Group"). comprising of the
C~onsolidatedBalance Sheet as at March 31. 2016, the Consolidated Statements of
Profit and Loss and the Cor~solidatedCash Flow Statement for the year then ended
and a summary of s~gllificantaccounting policies and other explru~ctoryinfortnation
prepared bascd 011 the relevant records (hereinafter referred to as "the consolidated
financial statement").

Maeagement's Responsibility for the Consolidated Financial Statements

2.

Thc I-Iolding Company's Hoard of Directors is responsible Sor the preparation of these
conso11datt.dfinancial stnlcrnents in terms of requirements of the Companies Act,2013
(hereinafter rcferrcd to as "the Act") that give a true and fair vicw of thc consolidated
fina~cialposition. consolidated financial performance and consolidated cash flows of
the Group in accordaiicc with accounting principles generally accepted in Inrlla;
including tlie Accounting Standards specified under section 133 of the Act, read with
rule 7 ofthe Companies (Account) Rules. 2014. ?he respective Board of Directors of
the companies incll~dcdin he Group are responsible for maintenance of adequattc
accounting records in accordance with the provisions of the Act for safeguarding the
assets of thc Group and for preventing and detecting frauds and other irregularities;
the selection and application of appropriate accounting policies; making judgment
and estimates that are reasonable and prudent; and the desibm, implementation and
mai~ltenanceof adequate internal financial controls, that were operating effectively
for ensuring thc accuracy and complctcncss of ttlc accuuntii~grecords, relevailt to thc
preparation and presc~lrationof the financial s r a k n ~ e that
~ ~ t giw a true and fair view
and arc free from rnatcrial misstatement, whether due to fraud or error, which have
been uusd for the purpose of preparation of consolidated fiixancial statcnlents by thc
111rectors orthe Ilolding Company, as aforesaid.

Auditors' Responsibility
3.

Our resp1)nsibility is to express an opinii>non these consolidated financial vtateinents

based on our audit. While conducting the audit we have taken into account the
provisions of the Act, and the Kulcs made tliere under includillg thc accounting and
audit~ngstandards and matter ~ ~ h l are
c h rcquired to be includcd in the audit rcport.

1-Ells, Jhandewalan Extn., New Delhi-110055, India. E-mail : in/o@vkdcu.com

Fax :(9i-11)- 23549789, Phones :(91-11) - 2352851123638325,23536857,23550475

V. K. DHINGRA 8 CO.

4.

ContinuationSheet.........................

W e conducted our audit in accordance with the Standards on Auditing specified under

section 143(10) of the Act and other appiicahlc authoritative pronouncements issued
by thc Institute of Chartered Accountants of lndia. Those Standards and
pronouncemcnrs require that we comply with cthical requirements and plan and
perfom1 tlie audit to obtain reasonable assurance about nhether the consolidated
financial statements are free from material misstatement.
5.

An audit itlvolves performing procedures to obtain audit evidence about the amounts
and the disclosures in the consolidated tinancia1 statements. The procedtues selccted
depend on the auditor's judgment. including the assessment of the risks of material
misslatement of consolidated financial statements, whether due to fraud or e m r . In
making those risk assessmalts. the auditor coitsiders interr~al financial control
relevant to the Holding Company's preparation of the consolidated financial
statenleilts that give a true and fair view, in order to design audit procedures that are
appropriate in the circu~nstatices. An audit also includes evaluating the
app.ropri~tenessof accounting qolicies used and the rcasonableness of the accounting
estimates made by Holding Company's Board of Directors, as well as evaluating the
overall presentation of the consolidated financial staternenis.

6.

We believe that the audit evidence obtained by us and the audit evidence obtained by
other auditors in terms of their reports referred to in sub-paragraph 8 of the Other
Matters paragraph below, other than the unaudited financial statements as certified by
the management ,and refelred to in sub-paragraph 9 of the Other Matters paragraph
below, is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated financial statements.

Opinion
7.

In our opinion and to the best of our information and according to the explanations
LIS, the ahresaid consolidated fi~iancialstatements give the infomiation
required by the Act in the manner so required and gike a true aid fair view in
conformity with the accounting principles generally accepted in India, of the
consolidated statc of affairs of tile Group, as at 3 1" March 20 16 and their consolidated
profit and their consolidatect cash flows for the year ended on that date.
given to

Other Matters

We did not audit the financial statements of the subsidiary campan) incorpomtcd
outside lndia whose financial statements reflect total assers oCRs 87.33 L,acs as at 3 1''
March, 2016 and total revenues of Rs.3.76 lacs and net cash out flows amounting to
Rs.11.80 lacs for the yeer ended on that date, as considered in the consolidated
financial stateinmts. These fir~aticialstatements have bccn audited by other auditors
whose report has been furnished to us by the Management and our opinion on the
consolidated f i ~ ~ a ~ cstatements,
ial
insofar as it relates to tlic amounts and disclosuxes
included in respect of the subsidiary and our report of sub-sections (3) of Scction 143
of the ,Act. insofar as it relates to the aforesaid subsidiary is based solely on the report
of the other audiror.

V. K. DHINGRA & CO.

We did not audit the financial st~tementsof one joint venture company whose
financial statements reflect total assets of Rs.230.11 Lacs as at 31" March 2016 and
total revenues of Rs.388.29 Lacs and net cash flows amounting to Rs.29.51 Lacs for
the year ended 31st March. 2016, as considered in the consolidated financial
statements. These iinanc~alstatemcnts/financial information are unaudited and have
been furnished to us by the Management and our opinion on the consolidated
financial statements, insofar as i t relatcs to the amounts and disclosures included in
respect of the Joint Venture cornpan). insofar as ir relates to the aforesaid Joint
Venture company, is based solely on such unaudited financial statemc~ltslfinancial
information. In our opinion and according to the inforination and explanations given
to us by the Management. these financial stacementsifinancial information are not
material to the Group.
Our opinion on the consolidated financial statements, and our report on Other Lcgal
and Regulator> Requirements below, is not modiiied ill respect of the above matters
~7th
respcct to our reliance on the ~ o r done
k
and the report of thc other auditors and
the financial staternen~sifinancialinformation certified by rhe Management.

Report on Other Legal and Regulatory Requirements

10.

As required by section 143 (3) of the Act, we report that:

(a)

We Ilave sought and obtained all the infarmationsand explanations which to

the best of our knutvlcdge and belief wcrc necessary for the purpose of our
audit of the aforesaid consolidated financial statements.

(b)

In our opinion, proper books of account as required by law tnaintained by the

Group including relcvallt record relating to preparation of the aforesaid
consolidated financial statenlents have been kept so far as it appears from our
exalnination of those hooks and the records of the Holding Company and
reports of the other auditors in respect of entity audited by them and
representation received from management for entity unaudited.

(c)

'The Consolidated 13alance Sheet, the Consolidated Statenlent of I'rofit and

1,oss. and C:onsolidated Cash Flow Statement dealt with by this Report are in
agreement wit11 relevant books of account maintained for the purpose of
preparation of the consolidated financial statements.

(d)

In our opinion. the aforesaid consolidated fii~ancialstatements comply with

thc Acco~ultingStandards specified under section 153 of the Act, read with
rule 7 of the Compiinies (Accounts) Rules.

(t?)

On the basis of twittell representations rcceived from the dircctors of the

Holding Company as on 3 1st March, 2016 taken on record by the Board of
Directors of the Iiolding Company and the representation received from the
managemctlt of entity un-audited and incorporated in lndia (also refcr

V. K. OHINGRA & CO.

Continuation Sheet...........................

paragraph 8 & 9 above), none of the directors of the Group cotnpariies is

disqualified as on ?I '' March, 2016 from being appointed as a director in terms
of Section 164(2) of the Act.

(t)

With respect to the adequacy of the internal financial cont~olsover finallcia1

reporting of the Group and the operating effectiverless of such controls. refer
to our separate Report in Amiexure A.

(g)

With respect to the other matters to be included ill the Auditor's report irl
accordance with the Rulc I I of the Companies (Audit and Auditors) Rules.
2014, in our opinion and to the best of our information and according to the
explanation given to us.

i.

lhere wwre no pending litigations which would impact the

const~lidatedfinancial position of the Group. Iiefer Note 38 (a) to the
consolidated financial statements.

ii.

Thc Group do not have any material foreseeable losses on long-tcrm

contracts including derivative contracts. Refer Note 38 (b) to the
coi~solidatedfinuncial statements.

iii.

There has been no delay in transferring amounts, required to be

transfelred to the Iiwestor Education and Protcctioil Fund by the Group.
Refer Note No 38 (c) to the consolidated f i ~ ~ a ~ ~statements.
cial

For V. K,DHINGIIA & CO.

CHARTERED ACCOUNTASTS
Firm Registration No. 00025ON

PLACE: NEW DELHI

DATED: May 26,2016
M. No. 087085

V. K. OHINGRA & CO.

Continuation Sheet...........................

ANNEXUKE 'A'TO THE IIVDEPENIIENT AU D [TOItS' REPORT

REFERRED TO IN PARAGRAPH 10(F) OF THE INDEPENDENT AUDITORS'
Wl'OKT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AISD FOR THE YEAR ENDED 31 MARCH 2016 TO THE MEMBER OF
SUBKOS LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Act.
1.

In conjunction with our audit of the consolidated financial statements of the Company
as of and for the year ended March 31. 2016, we have audited the intortla1 financial
control over financial reporting of Subros limited (hereinafter referred to as "thc
Holding Company") and its subsidiary and its joi~irly controlled entity (together
referrcd as "rl~eGroup"). which are companies incorporated in India. as of that date.

Management's Responsibility for Internal Financial Controls

7,.

She respective Board of Directors of the Holding company and its jointly controlled
entity. which are companies incorporated in India, are responstblc for establishing and
niaintaintng internal financial conkols based on internal control over financial
reporting criteria established by the company considering the essential components of
i~iter~ial
control srated in the (iuida~~ce
Knte on Audit of Internilal 1;inancial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India
(ICAI). 'lhesu rcspousibilities include the design, ilnple~nentationand maintenance of
adequate internal financial controls that were operating effectively for eilsuri~lgthe
orderly md efficient conduct of its business, including adherence to the respective
company's 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 thc Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial

controls over financial reporting hued on our audit. We conducted our audit in
accordance with thc Guidance Note on Audit of l~~ternal
1;inuncirtl Controls Over
Financial Reporting (the "tiuidnnce Note") issued by the ICAI and the Standards on
Auditing deemed to be prescribed under section 143(10) of the Conipanies Act, 2013,
to the uxtent 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
perfonn the audit to obtain rcasosable assurance about whether adequate internal
financial col~trolsover financial reporting was estabtished and ~naintaincdand if st~ch
controls operated effectively in all material respects.

4.

Our audit involves performing procedures to obtain audit evidcncc about the
adcq~ilcyof t l ~ einternal financial controls system over financial reporting and their
ope;ating effectiveness. Our audit of internal

V. K. DHINGRA & CO.

Continuation Sheet...........................

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 opcrating effectiveness of internal control based on the
assessed risk. The procedures selected depend on tlie auditor's judgment. including
the assessment of the risks of' material misstatement of the financial statements,
whether due to fraud or error.

5.

We belie\~cthat the audit cvidcnce we have obtained and the rcprcsentation received
from the tnanagement for entity un-autlited referred to in the Other Matters paragraph
below, is sufficient and appropriate to provide a basis for our audit opinion on the
Conipany's inter~lalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6.

A company's it~tenialfinsutc~alco~~trol
over financial reporting is a process designed
ro prov~ticreasonable assurance rcgard~ngthc reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting pri~lciples.A company's internal financial control ovcr financial
t pertam to the maintenance of
reporting includes tliose policies and procedures t h ~(1)
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 statcmcnts in
accordance with generally accepted accounting principles, and that receipts and
expe~idituresof the coinpany are being made only in accordance with authorimtions
of managemcnt md directors of the cotnpany and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorirkd acquisition, use, or
disposition of the company's assers that could have a material effect on the financial
statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7.

Because of t l ~ c~nherentli~nitations of internal financial conrrols over firlaneial

rcporting. inclutiing the possibility of collusion or improper managemcnt override of
controls, ~naterialmisstatements due to error or fraud may occur and not be detected.
Also. projections of anj evaluation of the internal financial controls over financial
rcpoi~ingto future periods are subject to the risk that the intemal financial control
over financial reporting may becornc 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 Holding Company md jointly controlied entity, which are
companies incorporated in India, have, in all material respects, an adequate ~n~ernal
iiriancial controls system iwer financial rcporting and such internal financial co~~trols
over financial rcporting were opcrating effectively as at blarch 3 1,2016, based on the
mtemal control over iinancial reporting criteria established by thc Conipany
considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the
Imtjtute of Chartered Accountants of India.
Contd..3/*

V. K. DHtNGRA & CO.

9.

Continuation Sheet..... .....................

Other Matters
Ow aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating
efYectivenness of the internal financial controls over financial reporting, insofar as it
relates to the unaudited jointly controlled entity is based on representations received
from the management (also refer para 8 & 9 of the Independent Auditors' Report
nbove). Our opinion is not qualified in respect of this matter.

For V. K. DHINGIW & CO.

CHARTERED ACCOUNTANTS
Firm Registration No. 000250N

PLACE: NEW DELHI

DATED: May 26,2016

M. No. 087085