To the Members of
SUYOG TEMEMATICS LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of SUYOG TELEMATICSLIMITED(CIN L32109MH1995PLC091107) ("the Company") which comprise theBalance Sheet as at March 31 2016 the Statement of Profit and Loss Cash Flow Statementfor the year then ended and a summary of significant accounting policies and otherexplanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134 (5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due 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 theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Companys Directors aswell as evaluating 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
Emphasis of Matters
We invite attention to Note 3 (h) to the financial statements regarding nonreconciliation and non-availability of balance confirmation from Various Lenders (Securedand unsecured) Sundry Creditors Trade Receivables and parties to whom Loans &Advances and Deposits have been made.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2016 and its Profit and its Cash Flow for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.
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 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 written representations received from the directors as on March 312016 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2016 from being appointed as a director in terms of Section 164 (2) of theAct
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
g. With respect to the other matters to be included in the Auditors 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 if any of pending litigation as at March 312016 on its financial position in its financial statements Refer Note No 3 (b).
ii. The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts i.e. Nil
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in Independent Auditors Report to the members of theCompany on the Financial Statements for the year ended 31st March 2016 we report that :-
1. a) According to the information and explanation provided by the management that theCompany has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets;
b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are physically verified by the management in a phased manner designedto cover all the items over a period of three years which in our opinion is reasonablehaving regard to the size of the company and nature of its business. Pursuant to theprogram a portion of the fixed asset has been physically verified by the managementduring the year and no material discrepancies between the books records and the physicalfixed assets have been noticed however no such reports are produced before us for ourverification.
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. a) According to the information and explanation given to us that the management hasconducted the physical verification of inventory at reasonable intervals however nosuch reports are produced before us for our verification;
b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.
3. The Company has granted loans to four parties covered in the register maintainedunder section 189 of the Companies Act 2013 (the Act). The amount granted andnumber of parties involved are INR 47848059/- of 4 parties respectively and receivedback of the loan amount are INR 10013303/- of 4 parties respectively including closingbalance being INR 110290952 /- of 2 parties respectively
a) The company has granted aforementioned advances as non-interest bearingadvances
b) Terms and conditions for the repayment of the loan granted at clause (a) above isnot specified hence regularity of receipt of loan amount could not be commented upon.
c) In view of clause 3(c) above clause 3(d) are not applicable.
4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions 186 of the Companies Act 2013 In respect ofloans and investments made by the Company however the Company has entered intotransactions with Directors and Entities in which Directors are interested in violation ofsection 185 of the Companies Act 2013.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for any services rendered by the Company.
7. In respect of Statutory Dues:
According to the information and explanations given to us in respect of statutory andother dues:
a) According to the records of the Company the company has been generally delay indepositing undisputed statutory dues including Provident Fund Investor Education andProtection Fund Employees State Insurance Sales tax Wealth tax Service taxCustom duty Excise duty cess and any other statutory dues as applicable withappropriate authorities. and the extent of the arrears of outstanding statutory dues as atthe last day of the financial year are INR 65256669/- INR 13035384/- INR 277257/-on account of Service Tax TDS and Income Tax respectively. The company has not filedService Tax Return for the current Financial Year 2015-16
b) According to the information and explanation given to us amount payable in respectof the aforesaid statutory dues were outstanding as at 31st March 2016 for period of morethan six months from date of becoming payable are
|Sr. No. ||Particulars ||Outstanding Amount (INR) ||Period to Which Amount Relates |
|1. ||Income Tax ||313428 ||2009-10 |
|2. ||Service Tax ||776042 ||2009-10 |
|3. ||Service Tax ||500000 ||2010-11 |
|4. ||Service Tax ||539692 ||2011-12 |
|5. ||Service Tax ||2669912 ||2013-14 |
|6. ||Service Tax ||2861867 ||2014-15 |
|7. ||Service Tax ||22126834 ||2015-16 |
|8. ||Tax Deducted at Source ||6452705 ||2012-13 |
|9. ||Tax Deducted at Source ||246203 ||2013-14 |
|10. ||Tax Deducted at Source ||2223175 ||2014-15 |
8. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks.
9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) however the Company has taken a term loan of INR 20 CRduring the financial year from private sector bank and were applied for which the termloan has been taken.
10. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
11. 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.
12. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company.
13. 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 sections 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.
14. According to the information and explanations give 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.
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.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS OF SUYOG TELEMATICS 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 SuyogTelematics Limited ("the Company") as of March 31 2016 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required 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 auditors 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 Companys internal financial controlssystem over 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 March 31 2016 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 and on behalf of
Maheshwari & Co.
Firm Registration No - 105834W
Membership No - 144734
Place: - Mumbai
Date: - 27/05/2016