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Soni Soya Products Ltd.

BSE: 535069 Sector: Agri and agri inputs
NSE: SONISOYA ISIN Code: INE301Z01011
BSE 05:30 | 01 Jan Soni Soya Products Ltd
NSE 05:30 | 01 Jan Soni Soya Products Ltd

Soni Soya Products Ltd. (SONISOYA) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

SONI SOYA PRODUCTS LIMITED

1. Report on the Financial Statements

We have audited the accompanying standalone financial statements of Soni Soya ProductsLimited which comprise the Balance Sheet as at 31st March 2019 Statement of Profit &Loss and Statement of Cash Flows for the year ended and notes to the standalone financialstatements including a summary of significant accounting policies and other explanatoryInformation (herein referred as “the standalone financial statements”).

2. Management's ResponsibilityfortheStandalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(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 and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting standardsspecified under section 133 of the Act. This responsibility includes the designimplementation and maintenance of internal control 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.

In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company's financial reportingprocess.

3. Auditor's Responsibility

Our responsibility is to express opinion on these standalone financial statements basedon our audit. We have taken in to account the provisions of the Act the accounting andauditing standards and the 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 inaccordance with the Standards on Auditing specified under section 143(10) of the Act.Those standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit involves performing procedures to obtain audit evidenceabout the amounts and disclosures in the financial statements. The procedures selecteddepend on the auditor's 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 control relevant to the Company'spreparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by management as well as evaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Financial Statements.

4. Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with accounting principlesgenerally accepted in India:

a) In the case of the Balance Sheet of the state of affairs of the company as at 31stMarch 2019: and

b) In the case of the Statement of Profit & loss and Statement cash flows for theyear ended on that date.

5. Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 (“the Order”)issued by the Central Government of India in terms of Section 143(11) of the Act we givein “Annexure A” a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

(A) 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 Statement of Cash Flowsdealt with by this Report is in agreement with the books of account.

d) In our opinion the Financial Statement comply with the Accounting Standardsnotified under the act read with the Accounting Standards specified under 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in the Auditors' Report in accordaccordance 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) There has been no pending litigations as at 31 March 2019 on its financial positionin its standalone financial statements

ii) There has been no material foreseeable losses on long-term contracts includingderivative contracts to the standalone financial statements;

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv) The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8th November 2016 to 30"1December 2016 have not been made in these standalone financial statements since they donot pertain to the financial year ended 3181 March 2019.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration has been paid to anydirector is in accordance with requisite approvals mandated by the provision of section197 read with Schedule V of the Companies Act 2013. The Ministry of Corporate Affairs hasnot prescribed other details under Section 197 (16) which are required to be commentedupon by us.

For: Nahata Mahajan & Co.
Chartered Accountants
FRN 009739 C
CA. Sunil Kumar Nahata
Place: Indore Partner
Dated: 30th May 2019 M. No. 074831

ANNEXURE 'A'TO THE INDEPENDENT AUDITORS' REPORT

With reference to the Annexure A referred to the Independent Auditors' Report to themembers of the company on the standalone financial statements for the year ended 31stMarch 2019 we report the following:

1.

a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The management at reasonable intervals has physically verified the fixed assets ofthe company and no material discrepancies were noticed on such 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 deed of the immovable property heldin the name of company.

2.

a) The Inventory (excluding stock lying with third party) has been physically verifiedby the management during the Year. In respect of inventory lying with third parties thesehave been substantially confirmed by them. In ourOpinion the Frequency of verification isreasonable.

b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsBusiness.

c) The company is maintaining proper records of inventory. As informed no materialdiscrepancies were noticed on physical verification carried out during this year.

3. The Company has not granted any loan to companies covered in the register maintainedunder section 189 of the Act and other clauses are not required to be commented upon.

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 and investments made.

5. The company has not accepted any deposits within the meaning of Companies(Acceptance of Deposits) Rules 2014 from the public during the year.

6. The Central Government has not prescribed maintenance of cost records under Section148 (1) of the CompaniesAct2013.

7. According to the information and explanations given to us the Company is generallyregular in depositing with appropriate authorities undisputed statutory dues includingprovident fund investor education and protection fund employee state insuranceincome-tax sales tax wealth-tax customs duty excise duty and cess and other materialstatutory dues applicable to it.

(a) According to the information and explanations given to us no undisputed amountspayable in respect of income-tax wealth-tax sales-tax customs duty excise duty andcess were in arrears as at 31st March 2019 for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us there are no dues ofsales-tax income tax customs duty wealth tax excise duty and cess which have not beendeposited on account of any dispute.

8. In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to financial institutions banks during theyear. Based on information and explanation given to us company has not given anyguarantees for loan taken by others from banks or financial institution. In our opinionand according to the information and explanation given to us the company has taken termloan from financial institutions and regular in repayment thereof.

9. The Company has come out with an Initial Public Offer on dated 28th March 2018 for'4.50 cr. which was closed on 4th April 2018. Company took Term Loans and no defaultswere made in repayment of above loans during the yearas per paragraph 3(ix) of the Order.

10. To the best of our knowledge and belief and according to the information &explanations given to us no material fraud on or by the Company has been noticed orreported during the course of audit.

11. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration is in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

14. According to the information and explanations given to us and based on ourexamination of the records of the Company the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the order is not applicable to the company.

15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the ReserveBank of lndiaAct1934.

For: Nahata Mahajan & Co
Chartered Accountants
FRN 009739 C
CA. Sunil Kumar Nahata
Place: Indore Partner
Dated: 30th May 2019 M. No. 074831

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

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 with reference to standalone financialstatement of Soni Soya Products Limited (“the Company1’) as of 31s1 March 2019in conjunction with our audit of the financial statements of the Company for the yearended 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 ('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 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 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 auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone AS financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for ouraudit opinion on the Company's internal financial controls systemover financial reporting.

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 with reference to standalone financial statement and suchinternal financial controls over financial statement were operating effectively as at 31stMarch 2019 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For: Nahata Mahajan & Co.
Chartered Accountants
FRN 009739 C
CA. Sunil Kumar Nahata
Place: Indore Partner
Dated: 30th May 2019 M. No. 074831

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