SAYAJI INDUSTRIES LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SAYAJI INDUSTRIESLIMITED ("the Company") which comprise the balance sheet as at March 312019and the statement of profit and loss (including other comprehensive income) statement ofchanges inequity and statement of cash flows for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information (Collectively referred to as'standalone financialstatements').
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 Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs (financial position) of the Company as at March 312019 and its profit (financialperformance including other comprehensive income) changes in equity and its cash flowsfor the year ended onthatdate.
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 theStandalone financial statements section of our report. We are independent of the Companyin accordance 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 thestandalone financial statements under the provisions of the Companies Act 2013 and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these 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.
Emphasis of Matter
Attention is invited to Note 10 to the standalone financial statement regarding Rs.150.00 lakhs due from Yashwant Sahakari Glucose Karkhana Limited (YSGKL).The management ofthe company has considered this outstanding amount as good for realisation on the basis ofpost-dated cheques received from YSGKL. Our opinion is not modified in respect of thismatter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
The Company's Board of Directors is responsible for the other information.The otherinformation comprises the information included in the annual reportbut does not includethe standalone financial 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 thisregard.
Responsibilities of Management and Those Charged with Governancefor the standalonefinancial statements
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 standalone financial statements that give a true and fair view of the financialposition financial performance (including other comprehensive income) changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards ("Ind AS")specified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate 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 statements that give a true andfair view and are free from material misstatement whetherdueto fraud or error.
In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the board of Directors either intends to liquidate the Company or tocease operations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany'sfinancialreporting process.
Auditor's Responsibilities for the Audit of the standalone financial statements
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 standalone financial statements.
As part of an audit in accordance with Standards on Auditing ('SAs') we exerciseprofessional judgment and maintain 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 relevanttothe audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectivenessofsuchcontrols
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and relateddisclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting andbased 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.
We communicate with those charged with governance regardingamong other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify duringouraudit.
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 Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
2. As requited 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 (including other comprehensiveincome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.
d. In our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards prescribed underSection 133ofthe Act.
e. On the basis of the written representations received from the directors as on March312019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 from being appointed as a director in terms of Section 164(2) oftheAct.
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 the requirements of section 197(16) ofthe Act as amended in our opinionthe managerial remuneration for the year ended March 31 2019 has been paid/ provided bythe Company to its directors in accordance with the provisions of Section 197 read withSchedule V to 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 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 has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
| ||For SHAH & SHAH ASSOCIATES |
| ||Chartered Accountants |
| ||FRN: 113742W |
| ||BHARAT A. SHAH |
| ||Partner |
|Ahmedabad Gujarat: May 30 2019 ||Membership Number: 030167 |
"Annexure A" to the Independent Auditors' Report of even date on thestandalone financial statements of SAYAJI INDUSTRIES LIMITED
Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the standalone financial statements of theCompany for the year ended March 312019:
1.In respect of its fixed assets:
a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.
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 propertiesincluded in fixed assets are held in the name of the Company.
2.As explained to us physical verification of the inventories have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its inventories. The discrepancies noticed onphysical verification during the year have been properly dealt with inthe books ofaccounts.
3.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. Accordingly the provisions of clause 3 (iii) (a) to (c) of theOrder are not applicable to the Company.
4.In our opinion and according to the information and
explanations given to us the Company has complied with the provisions of Section 185and 186 of the Act with respect to the loans given investments made guaranteesandsecuritiesgiven.
5.According to the information and explanations given to us the company has compliedwith the provisions of Sections 73 to 76 or any other relevant provisions of the CompaniesAct 2013 and the Companies (Acceptance of Deposit) Rules 2014(as amended). According tothe information and explanations given to us no order has been passed by the Company LawBoard or the National Company Law Tribunal or The Reserve Bank of India or any Court orany otherTribunal.
6.In respect of business activities of the Company maintenance of cost records hasbeen specified by the Central Government undersub-section (1) of section 148of theCompanies Act 2013. We have broadly reviewed the cost records maintained by the Companyand are of the opinion that prima facie the prescribed accounts and cost records havebeen maintained. We have however not made detailed examinations of the records with aview to determining whether they are accurate or complete.
7.a) As per information and explanations given to us the
company is regular in depositing undisputed statutory dues including provident fundemployees' state * insurance income tax sales-tax wealth tax service tax goods andservice tax duty of customs duty of excise goods &service tax value added taxcess and any other statutory dues with the appropriate authorities. There are nooutstanding statutory dues as at the last day of the financial year under audit foraperiod of more than six months from the date they became payable.
b) According to the information and explanation given to us there are no dues of salestax income tax custom duty wealth tax service tax goods and service tax excise dutyand cess which have not been deposited on account of any dispute except for thefollowing:.
|Statute ||Nature of Dues ||Forum where Dispute is pending ||Period to which the amount relates ||Amount involved (Rs. in lakhs) ||Amount Unpaid (Rs. in lakhs) |
|The Gujarat VAT Act 2006 ||GujaratVAT ||Honourable Gujarat Value Added tax Tribunal ||F.Y 2010-11 ||9.03 ||6.22 |
|Central Sales Tax Act 1956 ||Central sales Tax ||Joint Commissioner of Sales Tax(Appeal)- 1Mumbai ||F.Y. 2012-13 ||56.31 ||53.31 |
8.Based on our audit procedures and as per the information and explanations given bythemanagement the company has not defaulted in repayment of loans or borrowings from banksfinancial institution. Further during the year under review the company has not issueddebentures; hence the question of reporting for default in repayment of debenturesdoesnotarise.
9.The company has not raised money by way of initial public offer or further publicoffer including debt instruments. Flowever as explained to us the company has obtainedloans from companies which have been utilised for the purpose for which the same have beenobtained.
10.There has been neither any fraud by the company nor any fraud on the company by itsofficers or employees has been noticed or re ported during the period under review.
11.In our opinion and according to the information and explanation given to usmanagerial remuneration has been paid /provided in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act.
12.The Company is not a Nidhi Company. Therefore the provisions of clause 3(xii) ofthe Order are not applicable to theCompany.
13.In our opinion the Company has entered in to transactions with related parties incompliance with Sections 177 and 188 of Act where applicable. The details of such relatedparty transactions have been disclosed in the standalone financial statements as requiredunder applicable Indian Accounting Standard.
14.The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the period under review. Accordingly theprovisions of clause 3(xiv) of the Order are not applicable to the company.
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 provisions of clause 3(xv) ofthe Orderare not applicable to the company.
16.The company is not required to be registered under section 45-IAofthe Reserve BankofIndia Act 1934.
| ||For SHAH & SHAH ASSOCIATES |
| ||Chartered Accountants |
| ||FRN: 113742W |
| ||BHARAT A. SHAH |
|Ahmedabad Gujarat: May 30 2019 ||Partner |
Membership Number: 030167
"Annexure B" to the Independent Auditors' Report of even date on thestandalone financial statements of SAYAJI INDUSTRIES LIMITED.
Referred to in paragraph 2(f) under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the standalone financial statements of theCompany for the year ended March 312019.
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 SAYAJIINDUSTRIES LIMITED ("the Company") as of March 31 2019 in conjunction with ouraudit of the standalone financial statements of the Company for the year endedon thatdate.
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.
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 thedesign and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the Auditors' judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud 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 standalone financial statements for external purposes in accordance withgenerally 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 standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures ofthe company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standalonefinancial 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 2019 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued bythe Institute ofChartered Accountants of India".
| ||For SHAH & SHAH ASSOCIATES |
| ||Chartered Accountants |
| ||FRN: 113742W |
| ||BHARAT A. SHAH |
| ||Partner |
|Ahmedabad Gujarat: May 302019 ||Membership Number: 030167 |