To the Members of
SUYOG TELEMATICS LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of SUYOG TELEMATICSLIMITED(CIN - L32109MH1995PLC091107) ("the
Company") which comprise the Balance Sheet as at March 31 2017 the Statementof Profit and Loss Cash Flow Statement for the yearthen ended anda summary ofsignificant accounting policies and other explanatory information.
Management Rs. s Responsibility for the Financial Statements
The Company Rs. s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularifies; selection and application ofappropriate accounting policies; making judgments and esfimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effecfively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Auditor Rs. s Responsibility
Our responsibility is to express an opinion on these financial statements based on ouraudit.
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 thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence aboutthe amounts andthe disclosures in the financial statements. The procedures selected depend on the auditorRs. s judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company Rs. s preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effecfiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting esfimates made by the Company Rs. s Directors aswell as evaluating the overall presentation of the 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
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2017 and its Profit and its Cash Flow for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor Rs. s Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "AnnexureA" astatement on the matters specified in paragraphs 3and4of the Order.
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 purpose of our audit except Balanceconfirmation from few of Corporate Lenders Trade Receivables and parfies to whom Loans& Advances and Deposits have been made are under process to receive.
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 ofthose books;
c. the Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account
d. in our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.
e. on the basis of written representations received from the directors as on March 312017 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct
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 Rs. 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 if any of pending litigation as at March 312017 on its financial position in its financial statements - Refer Note No 3 (b).
ii. The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts i.e. Nil
Hi. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. The Company had provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accounts maintainedby the Company. Refer note 3(o) tot the financial statements.
For and on behalf of Maheshwari& Co.
Chartered Accountants Firm Registration No - 105834W
Membership No -144734
Place: - Mumbai Date: - May 26 2017
"ANNEXURE A" TO THE INDEPENDENT AUDITORS Rs. REPORT
The Annexure referred to in Independent Auditor Rs. s Report to the members of theCompany on the Financial Statements for the year ended 31st March 2017 wereport that
1. a) According to the information and explanation provided by the management that theCompany has
maintained proper records showing full particulars including quantitative details andsituation of fixed assets;
b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are physically verified by the management in a phased manner designedto cover all the items over a period of three years which in our opinion is reasonablehaving regard to the size of the company and nature of its business. Pursuant to theprogram a portion of the fixed asset has been physically verified by the managementduring the year and no material discrepancies between the books records and the physicalfixed assets have been noticed.
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.
2. a) According to the information and explanation given to us that the management hasconducted the physical verification
ofinventory at reasonable intervals;
b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.
3. According to information and explanations given to us The Company has granted loansto one party covered in the register maintained under section 189 of the Companies Act2013 ( Rs. the Act Rs. ). The amount granted and number of parties involved are INR105591617/- of one party including closing balance being INR 156382569 /- of 1 partyrespectively
a) The company has granted aforementioned advances at an interest rate @ 13% perannum.
b) Terms and conditions for the repayment of the loan granted at clause (a) above isnot specified hence regularity of receipt of loan amount could not be commented upon.
c) In view of clause 3(c) above clause 3(b) are not applicable.
4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions 186 of the Companies Act 2013 In respect ofloans and investments made by the Company the Company has entered into transactionswith Directors and Entities in which Directors are interested in violation of section 185of the Companies Act 2013.
5. According to the information and explanations given to us the Company has notaccepted any deposits within the meaning of Sections 73 to 76 of the Act and the rulesframed thereunder during the year. Accordingly the paragraph 3(v) of the Order is notapplicable to the Company during the year.
6. According to the information and explanations given to us the requirement formaintenance of cost records specified by the Central Government under Section 148(1) ofthe Act is not applicable to the Company during the year.
7. In respect of Statutory Dues:
According to the information and explanations given to us in respect of statutory andother dues:
a) According to the records of the Company the company has been generally delay indepositing undisputed statutory dues including Sales tax Service tax and any otherstatutory dues as applicable with appropriate authorities and the extent of the arrearsof outstanding statutory dues as at the last day of the financial year are INR51746334/- INR 13135410/- on account of Service Tax and TDS respectively.
According to the information and explanation given to us Undisputed amounts payable inrespect of aforesaid statutory dues were outstanding as on the last day of the financialyear for a period of more than six months from the date they became payable are as follows
Statement of Arrears of Statutory Dues Outstanding for More than Six Months
|Name of the Statute ||Nature of the Dues ||Amount ||Period to which the amount relates ||Date of Payment ||Remarks if any |
|Service Tax ||Service Tax ||44366859/- ||Current Year & Previous Years ||NA || |
|Income Tax Act 1961 ||TDS ||5907936/- ||Current Year & Previous Years ||NA ||- |
Note: INR 6452705/- TDS and Interest is outstandingforpayment on account ofRentpaidto MMRDAforFY 2012-2013 which is adjusted in current year against the security depositsgiven to MMRDA.
8. Inouropinionand according to the information and explanations given to us theCompany has not defaulted in the repayment ofdues to banks.
9. According to the information and explanation given to us the term loan has beenapplied for the purpose for which it was obtained. The Company did not raise any moneybyway of initial public offer or further public offer (including debt instruments) duringthe year.
10. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our 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 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.
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 financial statements as required by the applicableaccounting standards.
14. 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.
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.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
For and on behalf of Maheshwari & Co. Chartered Accountants Firm Registration No- 105834W
Membership No -144734
Place: - Mumbai Date: - May 26 2017
ANNEXURE Rs. B Rs. TO THE INDEPENDENT AUDITORS Rs. 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 over financial reporting of SUYOGTELEMATICS LIMITED ( Rs. the Company Rs. ) as of 31st March 2017 inconjunction with our audit of the financial statements of the Company for the year endedon that date. Management Rs. s Responsibility for Internal Financial Controls
The Company Rs. 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to companyRs. s policies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Auditors Rs. Responsibility
Our responsibility is to express an opinion on the Company Rs. s internal financialcontrols overfinancial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 overfinancial 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 Rs. s judgment 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 Rs. s internal financial controlssystem overfinancial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company Rs. 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 Rs. 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 Rs. 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.
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 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
Maheshwari & Co.
Chartered Accountants Firm Registration No - 105834W
Membership No -144734
Place: - Mumbai
Date: - May 26 2016