INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF
SAYAJI INDUSTRIES LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of SAYAJIINDUSTRIES LIMITED
("the Company") which comprise the Balance Sheet as at 31st March 2018 theStatement of Profit and Loss (including other comprehensive income) the statement of CashFlow and the statement of changes in equity for the year then ended and a summary of thesignificant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of these IndAS financial statements that give a true and fair view of the financial positionfinancial performance (including other comprehensive Income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified in the Companies (IndianAccounting Standards) Rules2015 (as amended) under Section 133 of the Act. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act and other applicableauthoritative pronouncements issued by Institute of Chartered Accountants of India.
Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the standalone Ind AS financialstatements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the Auditors' judgment including the assessment of the risks of material misstatementof the Ind AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone Ind AS financial statements that give true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by Company's Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of thecompany as at 31st March 2018 and its profit (including other comprehensive Income) itscash flows and the changes in equity for the year ended on that date.
Emphasis of Matters
Attention is invited to Note 12 to the financial statement regarding Rs. 150.00 lakhsdue from Yashwant Sahakari Glucose Karkhana Limited (YSGKL). The management of the companyhas considered this outstanding amount as good for realisation on the basis of post datedcheques received from YSGKL. Our opinion is not modified in respect of this matter.
The comparative financial information of the Company for the year ended 31st March2017 and the transition date opening balance sheet as at 1st April2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 (as amended) which were audited by another auditor whose report for the yearended 31st March 2017 and 31st March 2016 dated 26th May2017 and 30th May 2016respectively expressed an unmodified opinion on those standalone financial statements asadjusted for the differences in the accounting principles adopted by the Company ontransition to the Ind AS which have been audited by us.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by 'the Companies (Auditors' Report) Order 2017 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act 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 Ind AS financial statements comply with theAccounting Standards specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.
f) With respect to the adequacy of the Internal Financial Control over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
g) With respect to other matters to be included in the Auditors' Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations on its standalone Ind ASfinancial position in its standalone Ind AS financial statements;
i) The company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.
ii) There were no amounts required to be transferred to the Investor Education andProtection Fund by the company.
| ||For SHAH & SHAH ASSOCIATES |
| ||Chartered Accountants |
| ||(FRN:113742W) |
| ||BHARAT A SHAH |
| ||Partner |
| ||(Membership Number: 030167) |
|Place : Ahmedabad || |
|Date : May 16 2018 || |
ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 2(f) under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the Ind AS financial statements of the Companyfor the year ended March 31 2018.
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 2018 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year 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.
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 standalone Ind AS financial statements whether due to fraudor error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system 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 standalone Ind AS 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 standaloneInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the 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 standaloneInd AS 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 2018 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 by the Institute of Chartered Accountants ofIndia".
For SHAH & SHAH ASSOCIATES
BHARAT A SHAH
(Membership Number: 030167)
Place : Ahmedabad
Date : May 16 2018
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the Ind AS financial statements of the Companyfor the year ended March 31 2018:
1. In respect of its fixed assets: a) The company has maintained proper records showingfull particulars including quantitative details and situation of fixed assets. b) Asexplained to us all the fixed assets have been physically verified by the management in aphased periodical manner which in our opinion is reasonable having regard to the size ofthe Company and nature of its assets.
No material discrepancies were noticed on such physical verification. c) According tothe information and explanations given to us and on the basis of our examination of therecords of the Company the title deeds of immovable properties included in fixed assetsare 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 in the 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 theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans given investments made guarantees and securities given.
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 or any other Tribunal.
6. In respect of business activities of the Company maintenance of cost records hasbeen specified by the Central Government under sub-section (1) of section 148 of 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 indepositing undisputed statutory dues including provident fund employees' state insuranceincome tax sales-tax wealth tax service tax goods and service tax duty of customsduty of excise value added tax cess and any other statutory dues with the appropriateauthorities. There are no outstanding statutory dues as at the last day of the financialyear under audit for a period 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:
|Name of Statue ||Nature of Dues ||Forum where Dispute is Pending ||Period to which the Amount Relates ||Amount Involved ( Rs. . in Lakhs) ||Amount Unpaid ( Rs. . in Lakhs) |
|Income Tax Act 1961 ||Income Tax ||The commi ssioner of Income tax (Appeals) ||A.Y. 2008- 09 2009-10 2010-11 2013-14 2014-15 ||11.74 ||11.74 |
|Income Tax Act 1961 ||Income Tax ||Income Tax Appellate Tribunal Ahmedabad ||A.Y. 2011-12 2012-13 ||4.42 ||4.42 |
|The Gujarat VAT Act 2006 ||Gujarat VAT ||Honorable Gujarat Value Added tax Tribunal ||F.Y 2010-11 ||9.03 ||6.22 |
8. Based on our audit procedures and as per the information and explanations given bythe management the company has not defaulted in repayment of loans or borrowings frombanks financial institution. Further during the year under review the company has notissued debentures; hence the question of reporting for default in repayment of debenturesdoes not arise.
9. The company has not raised money by way of initial public offer or further publicoffer including debt instruments. However 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 reported 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 the Company.
13. The Company has entered in to transactions with related parties in compliance withSections 177 and 188 of Act. The details of such related party transactions have beendisclosed in the standalone Ind AS financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.
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 explanationsgiven by 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 Order are not applicable to the company.
16. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
| ||For SHAH & SHAH ASSOCIATES |
| ||Chartered Accountants |
| ||(FRN:113742W) |
| ||BHARAT A SHAH |
| ||Partner |
| ||(Membership Number: 030167) |
|Place : Ahmedabad || |
|Date : May 16 2018 || |