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Surbhi Industries Ltd.

BSE: 514260 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Surbhi Industries Ltd
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Surbhi Industries Ltd. (SURBHIINDS) - Auditors Report

Company auditors report

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SURBHIINDUSTRIES LIMITED ("the company") which comprise the Balance Sheet as at31st March 2017 the Statement of Profit and Loss and Cash Flow statement for the yearended on that date and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters as per section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. 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 thatare operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified u/s143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance as to whether the standalonefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidences about the amounts anddisclosures in the standalone financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thestandalone 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 financial statements that give true and fair view in orderto 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 financial statements.

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

Opinion

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 31 March 2017 and its profit and its cash flows for the year ended on that date.

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 subsection (11) of section 143 ofthe Act and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to us wegive in the Annexure A a statement on the matters specified in the paragraph 3 and4 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 appears from our examination of those books

c) The reports on the accounts of the branch offices of the Company are not applicableas there are no branch offices.

d) the Balance Sheet Profit and Loss and Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

e) 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) Rules 2014.

f) There is nothing to disclose which is having adverse effect on the functioning ofthe company.

g) On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofSection 164(2) of the Act.

h) There is no qualification reservation or adverse remark relating to the maintenanceof accounts and other matter connected therewith. with respect to adequacy of the internalfinancial controls over financial reporting of

i) the Company and the operating effectiveness of such controls refer to our separatereport in Annexure B.

j) With respect to the other matters as required to be included in the Auditor's Reportas per Rule 11 of The Companies (Audit and Auditors) Rule 2014 in our opinion and to ourbest of our information and according to the explanations given to us we state that

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company does not have any long-term contracts including derivatives contractsfor which there are any material foreseeable losses.

iii. There is no amount that is required to be transferred to the Investor Educationand Protection Fund by the Company.

iv. the Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are in accordance with the books ofaccounts maintained by the Company. Refer Note 3 to the standalone financial statements.

For A.K.OSTWAL & CO.
Date: 12th May 2017 Chartered Accountants
Sd/-
CA Ashokkumar Jain
Place: Surat Partner
M No.: 038521 FRN: 107200W

Annexure A referred to in paragraph 1 of the Our Report of even date to the members ofSURBHI INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March2017.

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of information available.(b) As explained to us fixed assets have been physically verified by the management atreasonable intervals; no material discrepancies were noticed on such verification. (c) Thetitle deeds of immovable properties in Fixed assets Schedule to the standalone financialstatements are held in the name of the Company.

(ii) (a) The inventories have been physically verified by the management at reasonableinterval (b) As per the information and explanation given to us no material discrepancieswere noticed on physical verification.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the books of account the Company has not granted any loans secured orunsecured to companies firms or other parties covered in the register maintained underSection 189 of the Companies Act 2013. Consequently the provisions of clauses iii(a)iii(b) and iii(c) of the order are not applicable to the Company.

(iv) According to the information and explanations given to us the Company has notgranted any loans and investments made and guarantees and security as provided in Section185 and 186 of the Companies Act 2013.

(v) In our opinion and according to the information and explanation given to us thecompany has not accepted any deposits; hence clause (v) is not applicable to the company.Accordingly directives issued by the Reserve Bank of India and the provisions of section73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder are not applicable.

(vi) The Company has made and maintained cost records pursuant to the Rules made by theCentral Government for maintenance of cost records under sub-section (1) of section 148 ofthe Act.

(vii) (a) According to the records of the Company undisputed statutory dues includingProvident Fund Employees' State Insurance Income-tax Sales-tax Service Tax Duty ofCustom Duty of Excise Value added tax to the extent applicable and any other statutorydues have generally been regularly deposited with the appropriate authorities. Accordingto the information and explanations given to us there were no outstanding undisputedstatutory dues as on 31st of March 2017 for a period of more than six months from thedate they became payable. (b) According to the information and explanations given to usthere is no amounts payable in respect of income tax sales tax service tax duty ofcustoms duty of excise or value added tax or which have not been deposited on account ofany disputes.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues if any to a financial institutionbank or debenture holders.

(ix) According to the information and explanations given to us the Company has appliedterm loans for the purpose for which the same have been raised during the year.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement. (xi) The Company has paid/ provided for managerial remuneration in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Act. (xii) As the Company is not a Nidhi Company and the Nidhi Rules 2014 arenot applicable to it the provisions of Clause 3(xii) of the Order are not applicable tothe Company.

(xiii) The Company has entered into transactions with related parties in compliancewith the provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the 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. (xiv) The company has not made anypreferential allotment or private placement of shares or fully or partly paid convertibledebenture during the year under review. (xv) The company has not entered into any non-cashtransactions with directors or persons connected with him as specified in S. 192 of theCompanies Act 2013. Accordingly provisions of clause 3(xv) are not applicable to thecompany. (xvi) The company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

For A.K.OSTWAL & CO.
Date: 12th May 2017 Chartered Accountants
Sd/-
CA Ashokkumar Jain
Place: Surat Partner
M No.: 038521 FRN: 107200/W

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")

1. We have audited the internal financial controls over financial reporting of SURBHIINDUSTRIES LIMITED ("the company") as of 31st March 2017 in conjunction withour audit of the standalone financial statements of the company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

2. The Management of the Company is responsible for establishing and responsible formaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (‘the Guidance Note') issued by the Institute of CharteredAccountants of India (‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

Auditors' Responsibility

3. 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 (‘the Standards')issued by the ICAI and deemed to be prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls.. 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includesobtaining 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.

5. 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

6. A Company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of 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 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 assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility or 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.

Opinion

8. 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 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For A.K.OSTWAL & CO.
Date: 12th May 2017 Chartered Accountants
Sd/-
CA Ashokkumar Jain
Place: Surat Partner
M No.: 038521 FRN: 107200/W

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of Surbhi Industries Ltd.

We have examined the compliance of conditions of Corporate Governance by SurbhiIndustries Ltd. for the year ended March 31 2017 as stipulated in Regulations 1718 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectivelyreferred to as "SEBI Listing Regulations 2015).

The compliance of conditions of Corporate Governance is the responsibility of theCompany's management. Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

We conducted our examination in accordance with the Guidance note on Reports orCertificates for Special Purposes (Revised 2016) issued by the Institute of CharteredAccountants of India. The guidance note requires that we comply with the ethicalrequirements of the code of ethics issued by the Institute of Chartered Accountants ofIndia. We have complied with the relevant applicable requirements of the standard onquality control (SQC) 1 quality control for firms that performs audits and reviews ofhistorical financial information and other assurance and related services engagements.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the SEBI Listing Regulations 2015.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For A.K.OSTWAL & CO.
Date: 12th May 2017 Chartered Accountants
Sd/-
CA Ashokkumar Jain
Place: Surat Partner
M No.: 038521 FRN: 107200/W