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SBEC Systems (India) Ltd.

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SBEC Systems (India) Ltd. (SBECSYSTEMS) - Auditors Report

Company auditors report

To the Members of M/s SBEC Systems (India) Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s SBEC Systems (India)Limited ("the Company") which comprise the Balance Sheet as at 31 March 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 (asamended). This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act; safeguarding the assets of the Company;preventing 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.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based onour audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amountsand the 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 controls 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. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Basis for Qualified Opinion

6. We draw attention to Note No.23 of the financial statement where in as at March 312017 the company has not complied with the AS 13 "Accounting for investment"regarding reversal of diminution of current quoted investment aggregating toRs.73709957/-. As a result of such non reversal of diminution the loss for the year areshown higher and Investment are shown lower by Rs. 73709957/-.

Qualified Opinion

7. In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described in the basis for qualifiedopinion paragraph the aforesaid financial statements give the information required by theAct 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 31 March 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

8. We draw attention to note 22 to the financial statements according to which thecompany has prepared its accounts on a going concern basis even though the net worth ofthe Company has been fully eroded. These facts cast significant doubt about the Company'sability to continue as a going concern.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.

10. Further to our comments in annexure A as required by Section143(3) of the Act wereport 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 it appears from our examination of those books

c. the financial statements dealt with by this report are in agreement with the booksof account ;

d. except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph in our opinion the aforesaid financial state- ments comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31March 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms ofSection164(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 con- trols refer to ourseparate report in " Annexure B"; and

g. in our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014:

i The Company does not have any pending litigations which would impact its financialposition

ii The Company did not have any long-term contracts including derivative contracts; assuch the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question of delayin transferring such sums does not arise.

iv. The Company had provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these are in accordance with the books of accountsmaintained by the company. Refer Note 32 to the financial statements.

For K. K. JAIN & CO.
Chartered Accountants
Firm Registration No.002465N
Sd/-
(R. K. Mittal)
Place: Delhi Partner
Date: 30.05.2017 M. No.95459

Annexure-A referred to in paragraph 8 Our Report of even date to the members of M/sSBEC Systems (India) Limited on the accounts of the company for the year ended 31st March2017.

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consid- eration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

(b) The fixed assets have been physically verified by the management during the yearand no material discrepancies were noticed on such verification.

In our opinion the frequency of verification of the fixed assets is reasonable havingregard to the size of the Company and the nature of its assets.

(c) The company has no immovable properties.

(ii) There were no inventories during the year.

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnership or other parties covered in the register maintained undersection 189 of the Act.

(iv) In our opinion the Company has not entered into any transaction covered underSections 185 of the Act.

In our opinion the company has complied with the provisions of Section 186 of the Act.

(v) The Company has not accepted any deposits from the public covered under Section 73to 76 of the Companies Act 2013

(vi) As informed to us the Central Government has not prescribed maintenance of costrecords under sub-section (1) of Section 148 of the Act

(vii) (a) According to the information and explanations given to us and based on therecords of the company examined by us the company is regular in depositing the undisputedstatutory dues including Provident Fund Employees' State Insurance Income-taxService Tax duty of Custom duty of Excise Value added Tax Cess and other statutorydues as applicable with the appropriate authorities in India ; According to theinformation and explanations given to us no undisputed amounts payable in respect ofprovident fund income tax sales tax value added tax duty of customs service tax cessand other material statutory dues were in arrears as at 31 March 2017 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income Tax Sales Tax Service TaxSales Tax duty of Custom duty of Excise Value added Tax or Cess which have not beendeposited on account of any disputes

(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. Accordinglyparagraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments) and term loan during the year. Accord- ingly theprovisions of clause 3(ix) of the Order are not applicable.

(x) According to the information and explanation given to us no fraud by the Companyor on the company by its officers or employees has been noticed or reported during theperiod covered by our audit.

(xi) Managerial remuneration has been paid (and)/ provided by the company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

(xvi) The company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For K. K. JAIN & CO.
Chartered Accountants
Firm Registration No.002465N
Sd/-
(R. K. Mittal)
Place : Delhi Partner
Date : 30.05.2017 M. No.95459

Annexure - B to the Auditors' Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Sec- tion 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of M/s SBECSystems (India) Limited ("the Company") as of 31 March 2017 in conjunction withour audit of the financial statements of the Company for the year 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'). Theseresponsibilities include the design implementation and mainte- nance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required 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 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 report- ing 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 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For K. K. JAIN & CO.
Chartered Accountants
Firm Registration No.002465N
Sd/-
(R. K. Mittal)
Place: Delhi Partner
Date: 30.05.2017 M. No.95459