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Surya India Ltd.

BSE: 539253 Sector: Financials
NSE: N.A. ISIN Code: INE446E01019
BSE 05:30 | 01 Jan Surya India Ltd
NSE 05:30 | 01 Jan Surya India Ltd

Surya India Ltd. (SURYAINDIA) - Auditors Report

Company auditors report

To the Members of Surya India Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Surya IndiaLimited ("the Company") which comprise the Balance sheet as at 31 March 2019the Statement of Profit and Loss including the statement of Other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Equity for the year then ended andnotes to the standalone Ind AS financial statements including a summary of significantaccounting 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 Ind AS financial statements give the informationrequired by the Companies Act 2013 as amended ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2019its profit including other comprehensive income its cash flows and the changes in equityfor the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent of the Company in accordance with the ‘Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended 31 March 2019. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key Audit Matters How our audit addressed the key audit matter
Related Parties Transactions (as described in Note No. 33 to the standalone financial statements)
Our procedures/ testing included the following:
The Company has undertaken transactions with its related parties in the ordinary course of business at arm's length. These include transactions in the nature of investments loans sales and purchases etc. as disclosed in note 33 to the standalone Ind AS financial statements. • Obtained and read the Company's policies processes and procedures in respect of identifying related parties obtaining approval recording and disclosure of related party transactions;
Considering the significance of transactions with related parties and regulatory compliances thereon related party transactions and its disclosure as set out in respective notes to the financial statements has been identified as key audit matter. • Read minutes of shareholder meetings board meetings and minutes of meetings of those charged with governance in connection with Company's assessment of related party transactions being in the ordinary course of business at arm's length;
• Tested related party transactions with the underlying contracts confirmation letters and other supporting documents;
• Agreed the related party information disclosed in the financial statements with the underlying supporting documents on a sample basis.

We have determined that there are no other key audit matters to communicate in ourreport.

Information Other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the Message from Chairman Directors' Report Management

Discussion & Analysis report and Corporate Governance Report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and those Charged with Governance for the Standalone IndAS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative 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 the Standalone Ind AS Financial

Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial 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 Ind AS 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 financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness 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.

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 in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

2. As required by Section 143(3) of the Act based on our audit 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended.

f. On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.

g. 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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

h. In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

i. 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.

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

For KAP & ASSOCIATES
Chartered Accountants
Firm Reg. No.: 024745N
PLACE : NEW DELHI (KUNDAN KUMAR JHA)
DATED : 30th MAY 2019 Partner
M. No.: 507678

Annexure-A

ANNEXURE OF THE INDEPENDENT AUDITOR'S REPORT

(Referred to paragraph (1) under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)

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

(b) The company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in the phase manner over a period of three years. Inaccordance with this programme certain assets were verified during the year and nomaterial discrepancies were notice on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the company and thenature of its assets.

(c) According to the information and explanation given to us and the basis of ourexamination of the records of the company the title deeds of the immovable properties areheld in the name of the company except following: In case of Commercial Complex No ofcases 4 Gross block is 80380000/- and net Block is 72124330/ as on 31.03.2019

(ii) The company does not have any inventory and consequently clauses (ii) ofparagraph 3 of the Order are not applicable.

(iii) The Company has granted loans to one body corporate covered in the registermaintained under section 189 of the Companies Act 2013(‘Act')

(a) In our opinion the rate of interest and other terms and conditions on which theloan has been granted to the body corporate listed in the register maintained undersection 189 of the Act were not prima facie prejudicial to the interest of the company

(b) In the case of loan granted to the body corporate listed in the register maintainedunder section 189 of the Act the borrowers have been regular in the payment of principaland interest as stipulated.

(c) There is no overdue amount in respect of the loan granted to a body corporatelisted in the register maintained under section 189 of the Act.

(iv) In our opinion and according to information and explanation given to us thecompany complied with the provision of section 185 and 186 of the Act with respect ofloans and investment made.

(v) According to the information and explanation given to us the Company has notaccepted deposits as per the provisions of the Companies Act 2013 and consequentlydirectives issued by the Reserve Bank of India; the provisions of section 73 to 76 or anyother relevant provisions of the Companies Act 2013 and the Rules framed there under arenot applicable.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of Act for any of the services rendered by the company.

(vii) (a) According to the information and explanation given to us and on the basis ofour examination of the records of the company amount deducted /accrued in the books ofaccounts in respect of undisputed statutory due including provident fund income taxsales tax value added tax duty of custom service tax Goods and Service Tax cess andother material statutory dues have been regularly deposit during the year by the companywith the appropriate authorities. As explained to us the company did not have any dues onaccounts of employee' state insurance and duty of excise.

According to the information and explanations given to us no undisputed payable inrespect of provident fund income tax sales tax value added tax duty of custom servicetax cess and other material statutory dues were in arrears as at 31st March2019 for a period of more than six months from the date they became payable.

(b) 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 Goodsand Service Tax and cess were in arrears as at 31st March 2019 for a periodof more than six months from the date they became payable.

(viii) The company does not have any loan or borrowing from any financial institutionbanks government debenture holders during the year. Accordingly paragraph 3(viii) ofthe order is not applicable.

(ix) According to the information and explanations given to us the company has notraised moneys by way of initial public offer (including debt instruments) and no term loanhas been raised during the year hence provisions under clause (ix) of the Paragraph 3 ofthe Order is not applicable to the company.

(x) In our opinion and according to the information and explanations given to us nofraud has been noticed or reported by or upon the company during the year hence theprovisions of clause (x) of the Paragraph (3) of the Order is not applicable to thecompany.

(xi) Accordingly to the information and explanation given to us and based on ourexamination of the records of the company the company has paid /provided for managerialremuneration in accordance with the requisite approval mandated by the provision ofsection 197 read with schedule V of the Act.

(xii) The company is not a Nidhi Company hence in our opinion and according to theinformation and explanations given to us clause 3 (xii) of the Order is not applicable.

(xiii) According to the information and explanation 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 Act where applicable and details of suchtransaction have been disclosed in the financial statement as required by the applicableaccounting standards.

(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly executable debentures during the year under review accordinglyin our opinion and according to the information and explanations given to us clause 3(xiv) of the Order is not applicable.

(xv) The company has not entered into any non-cash transactions with directors orpersons connected with him accordingly in our opinion and according to the informationand explanations given to us clause 3 (xv) of the Order is not applicable.

(xvi) The company is not required to be registered under section 45-IA of the ReserveBank of India Act accordingly in our opinion and according to the information andexplanations given to us clause 3 (xvi) of the Order is not applicable.

For KAP & ASSOCIATES
Chartered Accountants
Firm Reg. No.: 024745N
PLACE : NEW DELHI (KUNDAN KUMAR JHA)
DATED : 30th MAY 2019 Partner
M. No.: 507678

Annexure B

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF M/S SURYA INDIA LIMITED

(Referred to paragraph {2(f)} under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)

[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 M/s SuryaIndia Limited ("the Company") as of March 31 2019 in conjunction with our auditof the standalone 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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 March 31 2019 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 KAP & ASSOCIATES
Chartered Accountants
Firm Reg. No.: 024745N
PLACE : NEW DELHI (KUNDAN KUMAR JHA)
DATED : 30th MAY 2019 Partner
M. No.: 507678