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Saraswati Commercial (India) Ltd.

BSE: 512020 Sector: Financials
NSE: N.A. ISIN Code: INE967G01019
BSE 13:04 | 16 Feb 15.44 0.73
(4.96%)
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15.44

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NSE 05:30 | 01 Jan Saraswati Commercial (India) Ltd
OPEN 15.44
PREVIOUS CLOSE 14.71
VOLUME 17
52-Week high 15.44
52-Week low 8.40
P/E 0.10
Mkt Cap.(Rs cr) 2
Buy Price 15.44
Buy Qty 369840.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.44
CLOSE 14.71
VOLUME 17
52-Week high 15.44
52-Week low 8.40
P/E 0.10
Mkt Cap.(Rs cr) 2
Buy Price 15.44
Buy Qty 369840.00
Sell Price 0.00
Sell Qty 0.00

Saraswati Commercial (India) Ltd. (SARASWATICOMMER) - Auditors Report

Company auditors report

INDEPENDENT AUDITORS' REPORT

To

The Members Of

SARASWATI COMMERCIAL (INDIA) LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SARASWATICOMMERCIAL (INDIA) LIMITED which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss Cash Flow Statement for the year ended and asummary 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 section134(5) of the Companies Act 2013 with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards referred under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibilityalso includes the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for preventing anddetecting the frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of internal financial control that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the Standalone financial statements that give atrue 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 Standalone financial statementsbased on our audit.

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 there under.

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 Standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Standalone financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theStandalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Standalone financial statements that give true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by Company's Directors as well as evaluating the overallpresentation of the Standalone 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.

Opinion

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;

a) In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2017

b) In the case of the Statement of Profit and Loss of the 'Profit' for the year endedon that date; and

c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Emphasis of Matter

We draw attention to Note 2.17 to the Standalone Financial Statement which describesthe Scheme of Amalgamation of Aroni Commericals Limited (Transferor Company) withSaraswati Commerical (india) Limited (Transferee Company) having appointed date 1stApril 2015 sanctioned by the Hon'ble National Company Law Tribunal (NCLT) on 16thMarch 2017.

All assets and liabilities of the transferor company are transferred in the books ofTransferee Company at the value appearing in the books of account of Transferor Companyas on appointed date.

Accordingly the figures for the year ended 31st March 2017 and 31stMarch 2016 are not comparable. Our opinion is not modified in respect of this matter.

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 Act we give in the Annexure 'A' a statement on the matters specified in the paragraph3 and 4 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 purposes 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.

c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofSection 164(2) 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 overseparate report in ' Annexure B'; and

g) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to ourbest 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 Standalone financial statements - Refer Note. 25.1 to the Standalonefinancial statements.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financialstatements as regards its holding and dealings in Specified Bank Notes as defined inNotification S.O 3407 (E) dated 8th November 2016 of the Ministry of Financeduring the period from 8th November 2016 to 30th December2016.Based on the audit procedure performed and the representation provided to us by themanagement we report that disclosures are in accordance to the books of accountsmaintained by the company and as produced to us by the management.

For AJMERA AJMERA AND ASSOCIATES
FIRM REGISTRATION NO.123989W
CHARTERED ACCOUNTANTS
Sd/-
SANDEEP AJMERA
PARTNER
MEMBERSHIP NO. 048277
PLACE: MUMBAI
DATED: 29th May2017

Annexure 'A' to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the standalone financial statements for the year ended 31st March 2017 wereport that:

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) As per the information and explanations given to us physical verification of fixedassets has been carried out once during the year and no material discrepancies werenoticed on such verification. In our opinion the frequency of verification is reasonablehaving regard to the size of the company and nature of its business.

(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.

2. The Inventory consists of equity shares and mutual fund units held in dematerializedform Mutual Fund Statement and physical certificates . The Company verifies the balancesin Depository Participant Account Mutual Fund statements and physical certificates withBooks at regular interval. In our opinion the frequency of verification is reasonable. Onthe basis of our examination of inventory records in our opinion the company ismaintaining proper records of inventory and there is no material discrepancies noticed.

3. The Company has granted unsecured loans to companies covered in the Registermaintained under section 189 of the Act.

a. According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that the terms and conditions of theaforesaid loans granted by the Company which has been repaid during the period were notprejudicial to the interest of the Company.

b. In respect of the aforesaid loans the receipts of principal and interest wereregular.

c. In respect of the aforesaid loans no overdue amount of loans granted to companieslisted in the register maintained under Sec on 189 of the Act.

4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013in respect of loans investments guarantees and security.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public and hence the directives issued bythe Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevantprovisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 with regard tothe deposits accepted from the public are not applicable.

6. As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

7. a) According to the information and explanations given to us and the recordsexamined by us the company is regular

in depositing with appropriate authorities undisputed statutory dues includingprovident fund employees state insurance income-tax sales-tax service tax duty ofcustoms duty excise value added tax cess and other statutory dues wherever applicable.

b) According to the information and explanations given to us no undisputed amountspayable in respect of income tax sales tax wealth tax service tax custom duty exciseduty cess were in arrears as at 31st March 2017 for a period of more than six months fromthe date they became payable.

c) According to the information and explanations given to us the following dues havenot been deposited by the company on account of dispute:

Sr. No. Name of the statue Nature of the due Amount (Rs) Period to which the amount relates Forum where the dispute is pending Amount paid under protest/ refund adjusted
1 Madhya Pradesh Sales Tax Act Sale Tax Liabilities due to rejection of "C" Form & Pending "C" Forms 8022602 AY 1996-97 The Deputy commissioner of commercial Tax has Redirected case to Assessing Officers for Reassessment NIL
2. Income tax Act 1961 Demand raised u/s 143(3) of Income Tax Act 1961 72107 AY 2010-11 CIT(A) Order giving effect is pending NIL
3. Income tax Act 1961 Rectification u/s 154 r.w.s 143 (3) dated 10th February 2015 290483 AY 2012-13 Rectification filed u/s 154 of income tax Act 1961 218052
4. Income Tax Act 1961 Rectification u/s 154 r.w.s 143(3) dated 25th February 2016 1912320 AY 2013-14 Rectification filed u/s 154 of income tax Act 1961 249598
5 Income Tax Act 1961 Rectification u/s 154 r.w.s 143(3) dated 31st Ocobert 2016 86300 AY 2014-15 Rectification filed u/s 154 of income tax Act 1961

8 On the basis of our examination and according to the information and explanationsgiven to us the company has not defaulted in repayment of the dues to a bank with respectto its borrowings or to financial institution and debenture holders.

9 Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments. However the Company has used the termLoans for the purpose for which it was taken.

10 Based upon the audit procedures performed and the information and explanations givenby the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11 As per information and explanations given by the management no managerialremuneration has been paid or provided during the year and hence the provisions of section197 read with Schedule V to the Companies Act are not applicable for the year underreview.

12 In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order is not applicable to the Company.

13 In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theStandalone Financial Statements as required by the applicable accounting standards.

14 Based upon the audit procedures performed and the information and explanations givenby the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order is not applicable tothe Company and hence not commented upon.

15 Based upon the audit procedures performed and the information and explanations givenby the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order is not applicable to the Company and hence not commented upon.

16 The company is required to be registered under section 45 IA of the Reserve Bank ofIndia Act 1934 and has obtained registration vide registration no. 13.01860 dated 27thApril 2007

For AJMERA AJMERA AND ASSOCIATES
FIRM REGISTRATION NO.123989W
CHARTERED ACCOUNTANTS
Sd/-
SANDEEP AJMERA
PARTNER
MEMBERSHIP NO. 048277
PLACE: MUMBAI
DATED: 29th May 2017

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF SARASWATI COMMERCIAL

(INDIA) LIMITED

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 SARASWATICOMMERCIAL (INDIA) LIMITED. ("The Company") as of 31st March 2017 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". 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.

Auditors' Responsibility

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 judgement 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.

Opinion

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 2017based on "the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India"

For AJMERA AJMERA AND ASSOCIATES
FIRM REGISTRATION NO.123989W
CHARTERED ACCOUNTANTS
Sd/-
SANDEEP AJMERA
PARTNER
MEMBERSHIP NO. 048277
PLACE: MUMBAI
DATED: 29th May 2017