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Suryodaya Investment & Trading Co. Ltd.

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Suryodaya Investment & Trading Co. Ltd. (SURYODAYAINVEST) - Auditors Report

Company auditors report

To

The Members of

SURYODAYA INVESTMENT & TRADING COMPANY LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SURYODAYA INVESTMENT &TRADING COMPANY LIMITED ("the Company") which comprise the Balance Sheet asat March 31 2016 the Statement of Profit and Loss Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the matters stated in Section 134(5) of The CompaniesAct 2013 ("the Act") with respect to the preparation and presentation of thesefinancial 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 specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors' Responsibility

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. 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.

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 of Qualified Opinion

We draw attention to:

1. Note no. 1(iv) of financial statements regarding Gratuity and LeaveEncashment being accounted for on cash basis. The same is not in line with Accountingstandard 15 "Employee Benefits" issued by the Institute of Chartered Accountantsof India. The impact thereof on the profit and liabilities of the company is notascertained.

2. Note no. 20 of financial statements Company has not Provideddiminution in the value of LML Shares since rehabilitation package has yet to besanctioned by BIFR and as a consequence the diminution in the value of investment is notascertainable as such no provision has been made.

3. The Company has not recognized and accounted for the Deferred TaxLiability/Asset (amount not ascertained) in accordance with Accounting Standard 22"Accounting for Taxes on Income" issued by the Institute of CharteredAccountants of India.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effect of the matter 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: a) in the case of Balance Sheet of thestate of affairs of the Company as at March 31 2016; b) in the case of the Statement ofProfit and Loss of the profit for the year ended on that date; and c) in the case of theCash Flow Statement of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of the section 143of the Act we give in the Annexure A statement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

a) We have obtained all the information and explanations which to the best of ourknowledge 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 Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of Section164 (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 ourseparate Report in Annexure B.

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 does not have any pending litigations which would impact its financialposition.

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. there are no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the

Company.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No. 105049W

(CHIRAG DOSHI)

PARTNER

Membership No.119079

Place: Mumbai

Date: May 27 2016

ANNEXURE A TO THE AUDITORS' REPORT

Annexure A referred to in paragraph 1 under the heading of "Report on Other Legaland Regulatory Requirements" of Independent Auditors' Report to the members of SURYODAYAINVESTMENT & TRADING COMPANY LIMITED ("the Company") for the year endedMarch 31 2016. We report that:

1. The Company does not have any fixed assets. Accordingly paragraph (i) of the Orderare not applicable.

2. The activities of the Company and the nature of its business do not involve the useof inventory. Accordingly paragraph 3 (ii) of the Order is not applicable.

3. a) The Company has granted loans to various parties covered in the registermaintained under section 189 of the Companies Act 2013. The maximum amount involvedduring the year was Rs. 106801520/- and the year-end balance of loans granted to suchparties was Rs. 106801520/-.

b) As per the information and explanation given to us the loans granted are repayableon demand and no repayment schedule is stipulated.

c) In view of b) above there is no overdue amount in respect of the loans given by thecompany.

d) The Company has taken unsecured loans from parties covered in the registermaintained under section 189 of the Companies Act 2013. The maximum amount involvedduring the year was Rs. 1248800/- and the year end balance of loans granted to suchparties was Rs. 1248800.

e) As per the information and explanation given to us the loans granted are repayableon demand and no repayment schedule is stipulated.

4. In our opinion and according to the information and explanations given to us theCompany has in respect of loans investments guarantees and security provisionscomplied with section 185 and 186 of the Companies Act 2013.

5. The Company has not accepted any deposits during the year from the public within themeaning of the provisions of Section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules made thereunder.

6. We are informed that no cost records are required to be maintained by the Companyunder Section 148(1) of the Companies Act 2013.

7. In respect of statutory dues:

(a) According to the information and explanations given to us the Company has beengenerally regular in depositing undisputed statutory dues including Provident FundEmployees' State Insurance Income Tax Sales Tax Wealth Tax Service Tax Custom DutyExcise Duty Value Added Tax Cess and other material statutory dues wherever applicablewith the appropriate authorities.

(b) According to the information and explanation given to us there are no cases ofnon-deposit of disputed Income Tax Sales Tax Wealth Tax Service Tax Custom DutyExcise Duty Value Added Tax and Cess with the appropriate authority except in respect ofincome tax demand for the Assessment Year 1991-92 and 1997-98 under dispute beforeITAT/High Court amounting to Rs. 4565969/- (P.Y. Rs. 4565969/-) on account of anydispute.

8. The Company has not borrowed any amounts from banks financial institutions or byissue of debentures. Accordingly paragraph 3 (viii) of the Order is not applicable.

9. As per information given to us no money was raised by way of initial public offeror further public offer (including debt instruments) nor have any fresh tem loans beentaken by the company during the year. Hence the provisions of clause (ix) are notapplicable to the company.

10. Based upon the audit procedures performed and information and explanations given bythe management we report that no fraud on the Company or by the Company has been noticedor reported during the course of our audit.

11. According to the information and explanation given to us and the books of accountsverified by us the Managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with schedule V tothe Companies Act.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore paragraph 3 (xii) of the Order is notapplicable.

13. All transactions with related parties are in compliance with section 177 and 188 ofCompanies Act 2013 and the details have been disclosed in the Financial Statements asrequired by the applicable accounting standards.

14. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company during the year has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures hence the provision of paragraph 3 (xiv) are not applicable to the company.

15. 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. Therefore paragraph 3 (xv) ofthe Order is not applicable.

16. According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No. 105049W

(CHIRAG DOSHI)

PARTNER

Membership No. 119079

Place : Mumbai

Dated : May 27 2016

Annexure B to the Independent Auditor's Report

Annexure B referred to in paragraph 2 (f) under the heading of "Report on OtherLegal and Regulatory Requirements" of Independent Auditors' Report to the members of SURYODAYAINVESTMENT & TRADING COMPANY LIMITED ("the Company") for the year endedMarch 31 2016.

We have audited the internal financial controls over financial reporting of SURYODAYAINVESTMENT & TRADING COMPANY LIMITED ("the Company") as of March 31 2016in conjunction with our audit of the financial statements of the Company for the yearended 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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the 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.

Auditor's 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 control system over financial reporting and their operatingeffectiveness. Our audit of internal financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement 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 internal financial controls system overfinancial 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 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 authorizations ofmanagement and directors of company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 March 31 2016 based on theinternal control over financial reporting criterial established by the Company consideringthe essential components of internal control stated in Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No. 105049W

(CHIRAG DOSHI)

PARTNER

Membership No. 119079

Place : Mumbai

Dated : May 27 2016