THE MEMBERS OF
SAM INDUSTRIES LIMITED
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of SAM INDUSTRIES LIMITED (TheCompany) which comprises the Balance sheet as at 31st March 2016 and thestatement of Profit and Loss and Cash Flow statement for the year ended and a summary ofsignificant accounting policies and other explanatory information.
MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company's Board of Directors is responsible for matters stated in Section 134(5) ofthe Companies Act 2013 ("The Act") with respect to the preparation of thesefinancial statements that give a true and fair value of the financial positions financialperformance and cash flows of the company in accordance with the accounting standardsreferred to in section 133 of the Act read with rule 7 of the Companies (Accounts) Rule2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provision of act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the standards on Auditing specified underSection 143(10) of the Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2016 and its Loss and its cash flows for the year ended on thatdate.
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 ofthe Companies Act 2013 we give in the annexure a statement on the matters specified inparagraphs 3 and 4 and 5 of the order to the extent applicable.
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 bestof our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by thecompany so far as appears from our examination of those books of the Company.
c. The Balance Sheet and statement of Profit and Loss Account and Cash Flow statementdealt with by these reports are in agreement with the books of account of the Company.
d. In our opinion the Balance Sheet and Profit & Loss Account and Cash Flowstatement dealt with by this repot comply with the account standards specified undersection 133 of the Act read with rule 7 of Companies (Accounts) Rules 2014.
e. On the basis of written information received from the directors of the Company andtaken on record by the Board of Directors as on 31st March 2016 and theinformation and explanations given to us we report that none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in termsof subsection (2) of section 164 of the Act.
f. With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B" and
g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements as referred to in note no.33 to the financialstatements.
(ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any and as required on long-term contractsincluding derivative contracts.
(iii) There were no amounts which were required to be transferred to the investoreducation and protection fund by the company.
| ||ForM.MEHTA & COMPANY |
|Place: Indore ||Chartered Accountants |
|Dated: 30.05.2016 ||Firm Regn. No. 000957C |
| ||CA Nitin Bandi |
| ||(Partner) |
| ||M.No. 400394 |
Annexure referred to in our Independent Auditor's Report to the Members of the Companyon the Financial Statements for the year ended 31st March 2016 we report that:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) The fixed assets of the Company have been physically verified by the management atreasonable intervals. As informed to us no discrepancies have been noticed on suchverification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
ii. As explained to us the inventory of the Company has been physically verifiedduring the year by the management. In our opinion the frequency of the verification isreasonable and no material discrepancies were noticed on verification between the physicalstocks and book records.
iii. According to the information's and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Companies Act 2013 hence the clause3(iii) does not apply to the Company
iv. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.
v. In our opinion and according to the information and explanations given to us thecompany has not accepted deposit from public with the meaning of Section 73 to 76 or anyother relevant provision of the Act.
vi. According to information and explanations given to us as the company hasdiscontinued its Soya Manufacturing Activities in Previous year hence cost records asprescribed under sub-section (1) of section 148 of the Companies Act are not required tobe maintained by the Company.
vii. (a) According to the information and explanations given to us and the records ofthe company examined by us in our opinion the company is regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand any other statutory dues to the appropriate authorities
(b) According to the information and explanations given to us there were no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Income taxSales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess and othermaterial statutory dues in arrears as at 31st March 2016 for a period of morethan six months from the date they became payable except following:-
|Name of the Statue ||Nature of Due ||Amount ||Period |
|1. Land Diversion Tax ||Regular ||316167 ||2014-15 |
(c) According to the information and explanation given to us there are no dues ofIncome Tax Sales Tax Service Tax duty of custom duty of excise or value added taxwhich have not been deposited with the appropriate authorities on account of any dispute.
viii. According to the information and explanation given by the management the companydid not have any outstanding dues in respect of Bank Financial Institution Government orDebenture holders during the year.
ix. According to the information and explanations given by the management the companyhas neither raised any monies by way of initial public offer or further public offer(including debt instruments) and terms loans during the year nor did it have any suchutilized monies outstanding at the start of the year. Hence reporting under clauses (ix)is not applicable to the company and hence not commented upon.
x. To the best of our knowledge and belief and according to the information andexplanations given to us we report that no fraud on or by the company has been noticed orreported during the year.
xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us thecompany is not a nidhi company. Accordingly paragraph 3(xii) of the order is notapplicable.
xiii. According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Financial Statements as required by the applicableAccounting Standards.
xiv. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
xv. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into non-cashtransactions with directors or persons connected with him as per provisions of section 192of the Companies Act 2013 hence Paragraph 3(xv) of the order is not applicable.
xvi. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
| ||For M.MEHTA & COMPANY |
| ||Chartered Accountants |
| ||Firm Regn. No. 000957C |
|Place: Indore || |
|Dated: 30th May 2016 ||CA Nitin Bandi |
| ||(Partner) |
| ||M. No. 400394 |
ANNEXURE - B TO THE AUDITORS' REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of SAMINDUSTRIES LIMITED ("the Company") as of 31st March 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.
MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2016based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
| ||For M.MEHTA & COMPANY |
| ||Chartered Accountants |
| ||Firm Regn. No. 000957C |
| ||CA Nitin Bandi |
| ||(Partner) |
|Place: Indore ||M.No.400394 |
|Date: 30th May 2016 || |