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Suyog Telematics Ltd.

BSE: 537259 Sector: Infrastructure
NSE: N.A. ISIN Code: INE442P01014
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NSE 05:30 | 01 Jan Suyog Telematics Ltd
OPEN 220.00
PREVIOUS CLOSE 245.00
VOLUME 48354
52-Week high 400.00
52-Week low 190.00
P/E 9.91
Mkt Cap.(Rs cr) 249
Buy Price 225.10
Buy Qty 5.00
Sell Price 245.00
Sell Qty 4.00
OPEN 220.00
CLOSE 245.00
VOLUME 48354
52-Week high 400.00
52-Week low 190.00
P/E 9.91
Mkt Cap.(Rs cr) 249
Buy Price 225.10
Buy Qty 5.00
Sell Price 245.00
Sell Qty 4.00

Suyog Telematics Ltd. (SUYOGTELEMATICS) - Auditors Report

Company auditors report

To

The Members of

SUYOG TELEMATICS LIMITED

Report on the Financial Statements

We have audited the accompanying Ind AS financial statements of SUYOG TELEMATICSLIMITED (CIN - L32109MH1995PLC091107) ("the Company") which comprise theBalance Sheet as at 31 March 2018 the Statement of Profit and Loss (including OtherComprehensive Income) Cash Flow Statement and the Statement of Changes in Equity for theyear then ended and a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "Ind AS financial statements).

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance (including other comprehensive income) cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance 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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit. We have taken into account the provisions of the Act the accounting andauditing standards and matters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder and the Order issued under section143(11) of the Act.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS 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 Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind As financial statements give the information required bythe 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 2018 and its Profit total comprehensive income the changes in equityand its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit report 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;

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 including other comprehensiveincome the cash flow statement and statement of changes in equity dealt with by thisReport are in agreement with the books of account;

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with relevant rulesissued thereunder.

e) On the basis of written representations received from the directors as on 31 March2018 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2018 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 overfinancialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A"; and

g) 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 if any of pending litigation as at March 312018 on its financial position in its financial statements - Refer Note No 31.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses under the applicable law or accountingstandards;

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

2. 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 B" a statement on the matters specified in paragraphs 3 and 4of the Order.

For Maheshwari & Co.

Chartered Accountants

Firm Registration No - 105834W

Pawan Gattani

Partner

Membership No - 144734

Place: - Mumbai

Date: - May 18 2018

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2(f) under the heading 'Report on Other Legal and RegulatoryRequirements' 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 SuyogTelematics Limited ("the Company") as of 31 March 2018 in conjunction with ouraudit of the Ind AS 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 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 tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'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 andplanand perform the audit to obtain reasonableassurance about 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 overfinancial reportingassessingthe riskthat 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 systemoverfinancial 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 overfinancialreporting to future periods are subject to the risk that the internal financial controloverfinancial 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 to the best of our information and according to explanation given tous the Company has maintained in all material respects adequate internal financialcontrols over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For Maheshwari & Co.

Chartered Accountants

Firm Registration No - 105834W

Pawan Gattani

Partner

Membership No - 144734

Place: Mumbai

Date: May 18 2018

ANNEXURE 'B' TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading 'Report on Other Legal and RegulatoryRequirements' of our report of even date)

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

b) Fixed assets have been verified by the management in accordance with a phasedprogramme of verification which in our opinion is reasonable having regard to the sizeof the Company and the nature of its assets though all the assets were not verified bythe management during the year. No material discrepancies were noticed on suchverification.

c) Accordingto information and explanations given to us and on the basis of ourexamination of the records of the company the company does not hold title deeds ofimmovable property.

2. According to information and explanations given to us the inventory has beenphysically verified by the management at the reasonable interval during the year whichconsists of stores and spares which in our opinion is reasonable having regard to thesize of the Company and nature of its inventories. The discrepancies noticed on physicalverification of the inventory as compared to books records has been properly dealt with inthe books of account were not material.

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 ('the Act'). The amount granted and number of parties involved are INR 39280758/-of one party including closing balance being INR 160071516 /- of 1 party respectively.

a) The Company has granted aforementioned advances at an interest rate of 13% perannum.

b) In the case of loans granted to the parties covered in the register maintained undersection 189 of the Act regularity in payment of the principal and interest could not becommented upon as the Terms and conditions for the repayment of the principal and paymentof interest is not specified.

c) In the case of loans granted to the parties covered in the register maintained undersection 189 of the Act amount overdue in respect of loan granted could not be commentedupon as the Terms and conditions for the repayment of the principal and payment ofinterest is not specified.

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 if any. The Company has entered intotransactions with Directors and Entities in which Directors are interested in violation ofsection 185 of 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 or any other relevantprovisions of the Companies Act and the rules framed thereunder during the year.Accordingly the provisions of clause (v) of paragraph 3 of the Order are not applicableto the Company.

6. In our opinion and accordingto the information and explanations given to us therequirement for maintenance of cost records specified by the Central Government underSection 148(1) of the Companies Act are not applicable to the Company during the year.

7. (a) According to the information and explanation given to us the Company has beengenerally not regular in depositing the undisputed statutory dues including providentfund employees' state insurance income tax sales tax service tax Goods and ServiceTax custom duty excise duty value added tax cess and other material statutory dues asapplicable with the appropriate authorities and the extent of arrears outstandingstatutory dues as at the last day of financial year are Rs. 49732183.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax customs duty excise duty value added tax and cess which have notbeen deposited on account of any dispute with the relevant authorities. Floweveraccording to information and explanations given to us the following dues of service taxhave not been deposited by the Company on account of disputes:

Name of the Statute Nature of the Dues Amount (Rs. ) Period to which the amount relates Forum where dispute is pending Remarks if any
Service Tax Demand From Service Tax Department 10169641 2007-08 2008-09 2009-10 2010-11 The Additional Commissioner of Service Tax - VI Mumbai Appeal Filed
Service Tax Demand From Service Tax Department 13423438 2010-11 2011-12 The Additional Commissioner of Service Tax - VI Mumbai Appeal Filed

8. Based on audit procedures and according to the information and explanations given tous the Company has not defaulted in repayment of dues to financial Institutions andbanks. However there were delays in repayment of dues to banks. The Company has obtainedunsecured loans from financial Institution however terms and conditions of repayment ofprinciple and interest has not been defined accordingly we are unable to comment on it.The Company does not have any borrowings from government or dues to debenture holders.

9. According to the information and explanations given to us the term loans wereapplied for the purposes for which those are raised. The Company has not raised moneys byway of initial public offer or further public offer (including debt instruments)

10. According to the information and explanation given to us we have neither comeacross any instances of fraud by the Company or any fraud on the Company by its officersor employees have been noticed or reported during the year nor have we been informed ofany such cases by the management.

11. In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct 2013.

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

13. In our opinion and according to the information and explanations given to us theCompany is in compliance with Sections 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the Ind AS financial statements etc. as required bythe applicable accounting standards.

14. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made preferential allotmentor private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with himduringthe year.

16. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder Section 45-IA of the Reserve Bank of India Act 1934.

For Maheshwari & Co.

Chartered Accountants

Firm Registration No - 105834W

Pawan Gattani

Partner

Membership No - 144734

Place: - Mumbai

Date: - May 18 2018