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Saraswati Commercial (India) Ltd.

BSE: 512020 Sector: Financials
NSE: N.A. ISIN Code: INE967G01019
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NSE 05:30 | 01 Jan Saraswati Commercial (India) Ltd
OPEN 96.20
PREVIOUS CLOSE 96.20
VOLUME 92
52-Week high 96.20
52-Week low 42.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 96.20
Buy Qty 30247.00
Sell Price 68.50
Sell Qty 2.00
OPEN 96.20
CLOSE 96.20
VOLUME 92
52-Week high 96.20
52-Week low 42.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 96.20
Buy Qty 30247.00
Sell Price 68.50
Sell Qty 2.00

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

Company auditors report

TO THE MEMBERS OF SARASWATI COMMERCIAL (INDIA) LIMITED

Report on the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of SaraswatiCommercial (India) Limited ("the Company") which comprises the Balance Sheet asat 31st March 2019 the Statement of Profit and Loss and Statement of CashFlows for the year then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information.

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 of the state of affairs of the Companyas at 31st March 2019 and profit and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements Section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key Audit Matters are those matters that in our professional judgments were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole andinforming our opinion thereon and we do not provide a separate opinion on these matters.We have determined the matters described below to be the key audit matters to becommunicated in our report.

Key Audit Matters How our audit addressed the key audit matter
(a) Investments in Securities & lending Activities (Refer note no 11 14 15 & 17) of the Standalone Financial Statements.
Company is Non-Banking Financial Company (Non Deposit taking) registered with Reserve Bank of India and is engaged in the business of Investment and Trading in Shares and Securities & Lending Activities. Accordingly Company has invested more than 90% of its total assets size into Securities & other Financial Assets. Since the compliance of Prudential norms prescribed by Reserve Bank of India (RBI) is major requirement of NBFC we have ascertained same as a Key Audit Matter. The audit procedures performed included the following :
1. We have obtained an understanding of the management process for adherence of prudential norms as prescribed by RBI and also evaluated the design of internal controls and tested theoperating effectiveness of key internal controls around such process.
2. Being NBFC Company we have verified that Company has complied with the applicable prudential norm issued & amended by Reserve Bank of India (RBI) from time to time which included verification of:
a. Asset / Income pattern of the Company;
b. Valuation of Investments by the Company;
c. Adherence of Concentration norms prescribed by RBI;
d. Adherence of provisioning norms as prescribed by RBI.

(b) Reconciliation of financial records with external documents

The audit procedures performed included the following :
Since more than 90% of the Assets of the Company are Financial Assets reconciliation of Investments recorded / accounted with Demat statements / Mutual Fund statements / Physical certificate & other external records is considered as Key Audit Matter. 1. We have obtained an understanding of the management process for reconciliation of financial records with external documents & evaluated correctness of such reconciliation by;
a. Verification of internal controls with respect to securities acquired / sold / held by the Company.
b. Verification of reconciliation of investments with external documents / mutual fund statements broker statements etc. on quarterly basis.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisDirector's Report Corporate Governance Report but does not include the StandaloneFinancial Statements and our Auditor's Report thereon.

Our opinion on the Standalone Financial Statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the Standalone Financial Statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact.

We have nothing to report in this regard responsibilities of Management and thosecharged with governance for the Standalone Financial Statements The Company's Board ofDirectors is responsible for the matters stated in Section 134(5) of the Companies Act2013 ("the Act") with respect to the preparation of these Standalone FinancialStatements 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. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate Internal Financial Controls- that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Financial Statement that give a true andfair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process. auditor's responsibilities for the audit of Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether the StandaloneFinancial Statements as a whole are free from material misstatement whether due to fraudor error and to issue an Auditor's Report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the StandaloneFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe Company has Internal Financial Controls with reference to Financial Statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our Auditor's Report to the related disclosures inthe Standalone Financial Statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourAuditor's Report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the StandaloneFinancial Statements including the disclosures and whether the Standalone FinancialStatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our Auditor's Report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 Companies Act 2013 we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 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 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 Standalone Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules2014;

e) On the basis of the written representations received from the Directors as on 31stMarch 2019 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2019 from being appointed as a Director in termsof Section 164 (2) of the Act;

f) With respect to the adequacy of the Internal Financial Control with reference toFinancial Statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and Operating effectiveness of the Company's Internal FinancialControls over financial reporting;

g) In our opinion and to the best of our information and according to the explanationsgiven to us the Company has not paid any remuneration to any Director of the Company.However sitting fees paid to Independent Directors are within the limit prescribed underSection 197 of the Act.

h) 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 has disclosed the impact of pending litigations on its financialposition in its Financial Statements - Refer Note 24.1 to the Financial Statements;

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

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

For AJAY SHOBHA & CO.

FIRM REGISTRATION NO.317031E CHARTERED ACCOUNTANTS

AJAY GUPTA PARTNER

MEMBERSHIp No. 053071

pLACE : MuMBAI

Date: 29th May 2019

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 March2019 we report 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 Physical form - i.e Mutual Fund Statement/Share certificates. The Company verifiesthe balances in Depository Participant Account Mutual Fund statements and physicalcertificates with Books at regular interval. In our opinion the frequency of verificationis reasonable. On the basis of our examination of inventory records in our opinion theCompany is maintaining proper records of inventory and there is no material discrepanciesnoticed.

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 186 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 subSection (1) of Section 148 of the Act in respect of theactivities carried on by the Company.

7. According to the information and explanations given to us and the books and recordsexamined by us in respect of statutory dues:

a) According to the information and explanations given to us and the records examinedby us the Company is regular in depositing with appropriate authorities undisputedstatutory dues including provident fund employees state insurance income-tax goods andservice tax duty of customs duty excise cess and other statutory dues whereverapplicable.

b) According to the information and explanations given to us no undisputed amountspayable in respect of income tax goods and service tax custom duty excise duty cesswere in arrears as at 31st March 2019 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:

Aroni Commercials Limited - Transferor Company

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

Saraswati Commercial (India) Limited - Transferee Company

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. Income tax Act 1961 Demand raised u/s 143(3) of Income Tax Act 1961 905260 AY 2016-17 Rectification of order is pending. 200000

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 Company has compliedthe provisions of Section 197 of Companies Act 2013.

12 In our opinion the Company is not a Nidhi Company. Therefore the provision ofclause (xii) of paragraph 3 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 provision of clause (xiv) of paragraph 3 of the Order is notapplicable to the 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 provision of clause (xv) ofparagraph 3 of the 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 AJAY SHoBHA & Co.

FiRM REGISTRATIoN No.317031E

chartered accountants

ajay gupta partner

membership no. 053071

place : MuMBAI

DATE: 29th MAY 2019

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 2019 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 prescribed under Section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 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 2019based 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 AJAY SHOBHA & CO.

FIRM REGISTRATIoN No.317031E

chartered accountants

ajay gupta partner

membership no. 053071

place : MuMBAI

DATE: 29th MAY 2019