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Saboo Sodium Chloro Ltd.

BSE: 530461 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE440C01016
BSE 00:00 | 21 Feb 7.83 0.03
(0.38%)
OPEN

7.90

HIGH

8.31

LOW

7.80

NSE 05:30 | 01 Jan Saboo Sodium Chloro Ltd
OPEN 7.90
PREVIOUS CLOSE 7.80
VOLUME 3737
52-Week high 19.20
52-Week low 7.07
P/E 48.94
Mkt Cap.(Rs cr) 19
Buy Price 7.83
Buy Qty 20.00
Sell Price 7.83
Sell Qty 180.00
OPEN 7.90
CLOSE 7.80
VOLUME 3737
52-Week high 19.20
52-Week low 7.07
P/E 48.94
Mkt Cap.(Rs cr) 19
Buy Price 7.83
Buy Qty 20.00
Sell Price 7.83
Sell Qty 180.00

Saboo Sodium Chloro Ltd. (SABOOSODIUM) - Auditors Report

Company auditors report

To

The Members

Saboo Sodium Chloro Limited Jaipur

Reports on the Financial Statements

We have audited the accompanying financial statements of Saboo SodiumChloro Limited. ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss and the Cash Flow Statement for the year endedon that date and a summary of the significant accounting policies and other explanatoryinformation

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters statedin sub-section 5 of Section 134 of the Companies Act 2013 ("the Act") withrespect to the preparation of these financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of theCompanies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit.

We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditingspecified under sub-section 10 of Section 143 of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements. The procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimates made by the Company's Directorsas well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India.

(a) in the case of balance sheet of the state of affairs of theCompany as at 31st March 2018;

(b) in the case of profit and loss account of the profit for the yearended on that date except as appearing in clause 2(g) below; and

(c) in the case of the cash flow statement of the cash flows for theyear ended on that date.

Report on Other Legal & Regulatory Requirement

As required by the Companies (Auditor's Report) Order 2017 (‘theOrder') issued by the Central Government of India in exercise of powers conferred bysub-section 11 of section 143 of the Act we enclose in the Annexure ‘A' a statementon the matters specified in paragraphs 3 and 4 of the Order.

As required by sub-section 3 of Section 143 of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit. (b) In our opinion proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books. (c) The BalanceSheet the Statement of Profit and Loss and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account. (d) In our opinion the aforesaidfinancial statements comply with the Accounting Standards specified under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014. (e) On the basis of thewritten representations received from the Directors as on March 31 2018 taken on recordby the Board of Directors none of the Directors are disqualified as on March 31 2018from being appointed as a Director in terms of sub-section 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting (g) The company has not complied with the mandatory AS-15 onRetirement Benefits (see note 1.9 on accounting policies) however impact not expected tobe substantial our opinion remain unmodified.

(h) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

1. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements – Refer Note 32 to the financialstatements;

2. There are no material foreseeable losses on long-term contractsincluding derivatives contracts on which provision is required to be made in the financialstatements.

3. There are no amounts required to be transferred to the InvestorEducation and Protection Fund by the Company.

For M/s Choudhary Gupta & Co.

Chartered Accountant

(Firm Registration No. 003165C)

Ram Babu Gupta

(Membership No. 072138)

Jaipur May 30th 2018

ANNEXURE ‘A' TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in our report of even date)

Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements' section our report of even date to the members of SABOO SODIUMCHLORO LIMITED on the financial statements for the year ended 31st March 2018: i. (a) TheCompany has not maintained proper records showing full particulars including quantitativedetails and situation of fixed assets; (b) The Fixed Assets have been physically verifiedby the management in a phased manner designed to cover all the items over a period ofthree years which in our opinion is reasonable having regard to the size of the companyand nature of its business. Pursuant to the program a portion of the fixed asset has beenphysically verified by the management during the year and no material discrepanciesbetween the books records and the physical fixed assets have been noticed. (c) Withrespect to immovable properties of acquired land and buildings that are freeholdaccording to the information and explanations given to us and the records examined by usand based on the examination of the registered sale deed/transfer deed/conveyancedeed/court orders approving schemes of arrangements/amalgamations provided to us wereport that the title deeds of such immovable properties are held in the name of theCompany as at the balance sheet date. In respect of immovable properties of land andbuildings that have been taken on lease and disclosed as fixed asset in the financialstatements the lease agreements are in the name of the Company where the Company is thelessee in the agreement.

ii. As explained to us the management has conducted the physicalverification of inventories at reasonable intervals. No material discrepancies werenoticed on physical verification of the inventories as compared to books records

iii. The Company has granted during the year unsecured advances tocompanies firms limited liability partnership or other parties covered in registermaintained under section 189 of the Companies Act 2013. As per the information andexplanation given by the management the following advances have been made which is inaddition to the current outstanding balance of Rs. 881.75 lacs. Tiger salts Pvt.Ltd.-85.41 lacs Rajasthan Mega developers Pvt. Ltd. – Rs. 4.51 lacs fortress Hotels& Resorts Pvt. Ltd.- Rs. 2.60 lacs Nawa Hotels & Resorts Pvt. Ltd. –Rs.10.01 Lacs. Saboo Damodar Roapways Pvt.- Rs. 0.34 Lacs. Girdhar Gopal Saboo – Rs.248.50 Lacs Saboo Energy & Power Pvt. Ltd.- Rs.800 Nawa Salts Pvt Ltd –Rs.5800.

a) The terms and conditions of the grant of such loans are notprejudicial to the company's interest except to the extent that no interest is charged bythe company. b) The schedule of repayment of principal and payment of interest (n.a.) isnot stipulated as the interest free loans are given on demand. c) There are no overdueamounts. iv. In our opinion and according to the information and explanations given to usduring the year the company has made loans investments guarantees and security ascontemplated u/s 185 & 186 of the Companies Act 2013. The details of the same isappearing in the point no. 31 as detailed above as also explained in note no. 31 ofRelated Party Transactions.

v. 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 2017 with regard tothe deposits accepted from the public are not applicable. According to the information andexplanations given to us no Order has been passed by the Company Law Board or theNational Company Law Tribunal or the Reserve Bank of India or any Court or any otherTribunal on the Company

vi. As informed to us the maintenance of Cost Records has not beenspecified by the Central

Government under sub-section (1) of Section 148 of the Act in respectof the activities carried on by the company

vii. (a) According to information and explanations given to us and onthe basis of our examination of the books of account and records the Company has beengenerally regular in depositing undisputed statutory dues including Provident FundEmployees State Insurance Income-Tax Sales tax Service Tax Duty of Customs Duty ofExcise Value added Tax Cess and any other statutory dues with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts payable in respect of the above were in arrears as at March 31 2018 for a periodof more than six months from the date on when they become payable.

(b) On the basis of information and explanation given to us details ofdues of Income-tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Taxwhich have not been deposited as on 31st March 2018 on account of disputes are givenbelow:

Annexure I Name of the statute Nature of dues

Amount Demanded

Amount Deposited

Period

Appeal Status
Income Tax Act1961 Income Tax

Nil

Nil

AY 08-09

Pending before Hon'ble ITAT
Income Tax Act1961 Income Tax

5150

Nil

AY 12-13

Pending before CPC
Income Tax Act1961 Income Tax

6055390

Nil

AY 13-14

Pending before AO
Vat Vat

184800

Nil

AY 16-17

Pending before CTO
Cst Cst

129780

Nil

AY 16-17

Pending before CTO
ET ET

1435791

717896

AY 14-15

Pending before CTO
ET ET

356250

178124

AY 15-16

Pending before CTO
ET ET

312403

Nil

AY 16-17

Pending before CTO
ET ET

1475461

Nil

AY 15-16

Pending before CTO
Income Tax Act1961 TDS

8698.50

Nil

AY 18-19

Pending before AO
Income Tax Act1961 TDS

6716.00

Nil

AY 17-18

Pending before AO
Income Tax Act1961 TDS

36727.50

Nil

AY 16-17

Pending before AO
Income Tax Act1961 TDS

294451.00

Nil

AY 15-16

Pending before AO
Income Tax Act1961 TDS

430754.98

Nil

Prior Years

Pending before AO

*Though this year there are no tax implications in this year but in thesubsequent years it may have tax implication to the tune of appx. Rs.157.32 lacs. viii. Inour opinion and according to the information and explanations given to us the

Company has not defaulted in the repayment of loans or borrowings tofinancial institutions banks and government and dues to debenture holders

ix. Based upon the audit procedures performed and the information andexplanations given by the management the company has not raised moneys by way of initialpublic offer or further public offer including debt instruments and term Loans.Accordingly the provisions of clause 3 (ix) of the Order are not applicable to theCompany and hence not commented upon.

x. Based upon the audit procedures performed and the information andexplanations given by the management we report that no fraud by the Company or on thecompany by its officers or employees has been noticed or reported during the year.

xi. Based upon the audit procedures performed and the information andexplanations given by the management the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Companies Act

xii. In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause 4

(xii) of the Order are not applicable to the Company.

xiii. In our opinion all transactions with the related parties are incompliance with section

177 and 188 of Companies Act 2013 and the details have been disclosedin the note 33 of Financial Statements as required by the applicable accounting standards.

xiv. Based upon the audit procedures performed and the information andexplanations given by the management Company has made preferential allotment of 5000000equity shares @ Rs. 10/- each during the year under audit. Such allotment was made incompliance with provisions of section 42 of the Companies Act 2013 and other applicableprovisions including SEBI (ICDR) Regulations 2009. According to the information andexplanations given to us and on the basis of our examination of the records of the Companythe funds so received on such allotment has been utilized for the purposes for which itwas raised.

xv. Based upon the audit procedure performed and the information andexplanations given by the management the company has not entered into any non-cashtransactions with directors or persons connected with him as covered under section 192 ofCompanies Act 2013. Accordingly the provisions of clause 3(xv) of the order are notapplicable to the Company and hence not commented upon.

xvi. In our opinion the company is not required to be registered undersection 45 IA of the

Reserve Bank of India Act 1934 and accordingly the provisions ofclause 3 (xvi) of the Order are not applicable to the Company and hence not commentedupon.

For M/s Choudhary Gupta & Co.

Chartered Accountant

(Firm Registration No. 003165C)

Ram Babu Gupta

(Membership No. 072138)

Jaipur May 30th 2018

ANNEXURE ‘B' TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements' section our report of even date to the members of SABOO SODIUMCHLORO LIMITED on the financial statements for the year ended 31st March 2018 Report onthe Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act") We have audited the internal financial controlsover financial reporting of Saboo Sodium Chloro Limited ("the Company") as ofMarch 31 2018 in conjunction with our audit of the financial statements of the Companyfor the year ended on that date. Management's Responsibility for Internal FinancialControls 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 the respective 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 Ourresponsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company's internal financial controls system over financial reporting. Meaning ofInternal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate. OpinionIn our opinion to the best of our information and according to the explanations given tous the Company have in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.