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Surya Roshni Ltd.

BSE: 500336 Sector: Metals & Mining
NSE: SURYAROSNI ISIN Code: INE335A01012
BSE 00:00 | 12 Aug 163.45 -2.65
(-1.60%)
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163.00

HIGH

175.00

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160.50

NSE 00:00 | 12 Aug 163.75 -3.40
(-2.03%)
OPEN

167.00

HIGH

175.45

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OPEN 163.00
PREVIOUS CLOSE 166.10
VOLUME 16887
52-Week high 202.25
52-Week low 61.70
P/E 10.54
Mkt Cap.(Rs cr) 889
Buy Price 163.45
Buy Qty 50.00
Sell Price 168.20
Sell Qty 99.00
OPEN 163.00
CLOSE 166.10
VOLUME 16887
52-Week high 202.25
52-Week low 61.70
P/E 10.54
Mkt Cap.(Rs cr) 889
Buy Price 163.45
Buy Qty 50.00
Sell Price 168.20
Sell Qty 99.00

Surya Roshni Ltd. (SURYAROSNI) - Auditors Report

Company auditors report

TO THE MEMBERS OF SURYA ROSHNI LIMITED

REPORT ON THE AUDIT OF STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of SURYA ROSHNI LIMITED ("theCompany") which comprise the Balance Sheet as at31 st March 2019 and the Statementof Profit and Loss including other comprehensive income statement of changes in equityand the Statement of cash flows for the year then ended and notes to the standalonefinancial statements including a summary of the significant accounting policies and otherexplanatory information.

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 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 st March 2019 and profit and total comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ("theICAI") together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

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 mattersto communicate in our report.

Key Audit Matters Auditor's Response
1. Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) Principal Audit Procedures
The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognised over a period. Our audit approach was a combination of test of internal controls and substantive procedures which included the following:
The revenue is recognised based on estimated cost of present and deferred obligations. This estimate has involvement of judgement as it requires consideration of progress of the contract cost incurred till date and the cost required to complete the remaining contract performance obligations. • Evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations and also tested operating effectiveness of controls.
Refer Notes 3.13 and 45 to the Standalone Financial Statements. In case of contracts in the nature of sale of goods selected a sample of contracts and verified that the revenue is recognised on fulfillment of criteria for recognition of revenue. For contracts in the nature of services:
• Tested the design and operating effectiveness of the internal controls relating to estimated cost.
• Reviewed expected cost to be incu rred to complete the remaining performance obligations.
• Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts.
• Verified that revenue has been recognised to the extent of performance obligations completed as at reporting date
2 Grants under Investment Promotion Assistance scheme Principal Audit Procedures
The Company has recognised revenue of Rs. 30.27 crore under the head Investment Promotion Assistance scheme. Amount due for recovery as on 31st March 2019 is Rs. 46.61 crore which is disclosed under head other current assets. We have reviewed the Industrial policy and procedures related to grants under Investment Promotion Assistance schemes of the respective state Governments
• examined registration for the scheme subsequent departmental orders and regulations issued from time to time
Refer Note 44 (a) & (b) to the Standalone Financial Statement • checked the eligibility criteria including investment made by the Company
• also verified the sales payment of taxes base incentive and the eligible amount of the grants.
• reviewed calculation of the claims accounted for by the Company and likelihood of the recoverability.
Management has explained that delay is due to transition from VAT to GST regime.
3. Warranty Provisions Principal Audit Procedures
The Company offers warranties on certain products sold in lighting and consumer durable segment and accordingly Company has recorded warranty provisions which are judgemental in nature. These provisions are required to be recorded based on appropriate estimates of the cost of repair and replacements of the products. Warranty provisions of Rs. 44.41 crore as on 31st March 2019. We have examined the products categories where the Company has offered warranties and also its tenure so as to determine the warranty provisions.
Refer Note 43 to the Standalone Financial Statement • reviewed the sales volume of the respective product categories and the outstanding warranty commitments their against.
• gone through the procedures of issuance of the credit notes and replacement for warranties/repairs of the products.
• reviewed the historical trends and cost estimates considering the agreement with customers and backto back arrangement with vendors for requirement of warranty provisions.
Based on evidence obtained we concluded that management's process for identifying and quantifying warranty provisions was appropriate and that the resulting provision was reasonable.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Board of Di rectors is responsible for the preparation of the otherinformation. The other i nformation comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report andCorporate Governance but does not include the standalone financial statements and ourauditor'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 during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE 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 financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards specified under Section 133 of the Act read with relevant rules issuedthereunder. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone 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 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 nota guarantee thatan 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 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 control relevant to the 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 effectiveness ofsuch 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 overa11 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.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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 of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3and 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 including Other ComprehensiveIncome Statement of changes in equity and the Statement of Cash Flow 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 specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st 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 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) of the Act as amended:

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.

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 has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note No. 42 to thestandalone financial statements.

ii. TheCompanydid not have any long term derivative contracts including derivativecontracts for which there were any material foreseeable losses.

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

For Ashok Kumar Goyal & Co.
Chartered Accountants
(Firm Registration - 002777N)
(CA. Ashok Kumar)
Place: New Delhi Partner F.C.A
Dated:21st May 2019 Membership No. 017644

"ANNEXURE A" TO THE INDEPENDENT AUDITORS'REPORT

The Annexure as referred in paragraph (1) 'Report on Other Legal and RegulatoryRequirements of our Independent Auditors' Report to the members of SURYA ROSHNILIMITED on the financial statements for the year ended 31 March 2019 we report that:

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

(b) The Company has a phased program of physical verification of its fixed assets whichin our opinion is reasonable having regard to the size of the Company and the nature ofits fixed assets. In accordance with this program certain fixed assets were physicallyverified by the Management during the year and no material discrepancies were noticed onsuch verification as compared to the books of accounts.

(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 properties areheld in the name of the Company.

ii. We have been explained by the management that the inventory have been physicallyverified at reasonable intervals during the year. As far as we could ascertain andaccording to information and explanations given to us no material discrepancies werenoticed between the physical stock and the book records.

iii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans securedor unsecured to companies firms Limited Liability partnerships or other parties coveredin the Register maintained under section 189 of the Act.

iv. According to the information and explanations given to us the Company has compliedwith the provisions of section 185 and section 186 of the Companies Act 2013 with respectto the loans investments guarantees security provided.

v. According to the information and explanations given to us during the year theCompany has not accepted any deposits from the public. Accordingly the provisions ofclause 3 (v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the books of account maintained by the Company pursuant tothe rules prescribed by the Central Government of India for the maintenance of costrecords under sub-section 1 of Section 148 of the Companies Act 2013 and are of theopinion that prima facie the prescribed records and accounts have been made andmaintained. However we have not carried out a detailed examination of such records with aview to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis ofexamination of the records of the Company the Company is generally regular in depositingundisputed statutory dues including provident fund employees' state insurance incometax custom duty Goods and Service Tax (GST) Cess and any other material statutory dueswith the appropriate authorities to the extent applicable and further there are noundisputed statutory dues payable for a period of more than six months from the date theybecome payable as at 31 stMarch 2019.

(b) According to the records and information and explanations given to us there are nodues in respect of income tax sales tax service tax duty of excise duty of custom orvalue added tax Goods and Service Tax (GST) Cess which have not been deposited on account of any dispute except as given below:

s. No. Name of Statute Nature of Disputed Dues Forum where disputes are pending Amount (Rs. Crore)
1 Central Excise Act1944 Tax Interest and penalty High Court 0.22
CESTAT 1.09
2 Value Added Tax Tax& Interest Tribunal 0.91
Additional Commissioner 0.76
Appellate Board 0.38

viii. In our opinion on the basis of audit procedures and according to the informationand explanations given to us the Company has not defaulted in repayment of loan orborrowing to any banks and Financial Institutions. The Company has not obtained any loansfrom debenture holders and Government.

ix. According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments) during the year. The term loans have been applied for the purpose for whichthey were raised.

x. During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India we have neithercome across any instance of fraud on or by the Company noticed or reported during theyear nor have we been informed of such case by the Management.

xi. According to the information and explanations 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 approvals mandated by the provisions ofsection 197 read with Schedule V to the Companies Act.

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

xiii. According to the information and explanations given to us and based on ourexamination of the record of the Company transactions with the related parties are incompliance with section 177 and 188 of Companies Act 2013 where applicable and relevantdetails of such transactions have been disclosed in the Financial Statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations give 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 clause 3(xiv) of the Order is not applicable.

xv. 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 during the year. Accordinglyclause 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under Section 45-1A of the ReserveBank of India Act 1934. Accordingly clause 3(xvi) of the Order is not applicable.

For Ashok Kumar Goyal & Co.
Chartered Accountants
(Firm Registration - 002777N)
(CA. Ashok Kumar)
Place: New Delhi Partner F.C.A
Dated:21st May. 2019 Membership No. 017644

"AN N EXURE B" TO THE INDEPENDENT AUDITOR'S report of even date on thestandalone FINANCIAL STATEMENTS OF SURYA ROSHNI LIMITED.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) of'Report on Other Legal and Regulatory Requirements' section

We have audited the internal financial controls over financial reporting of SURYAROSHNI LIMITED ("the Company") as of March 31 2019 in conjunction with ouraudit of the Standalone financial statements of the Company for the year ended on 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 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") issued bythe Institute of Chartered Accountants of India and the Standards on Auditing prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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.

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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial 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 312019 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 Ashok Kumar Goyal & Co.
Chartered Accountants
(Firm Registration - 002777N)
(CA. Ashok Kumar)
Place: New Delhi Partner F.C.A
Dated:21st May 2019 Membership No. 017644