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Auditor Report of Suryodaya Investment & Trading Ltd.

Mar 31, 2013

1. We have audited the attached Balance Sheet of SURYODAYA PLASTICS LIMITED as at 31st March, 2013 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit Provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report)(Amendment) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :-

(a) We have obtained all the information and explanations, which to the best of 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 the company so far as appears from our examination of those books .

(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013 and

(ii) in the case of the Profit and Loss Account, of the profit or loss for the year ended on that date.

(iii) in case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

1 In respect of Its Fixed Assets

a The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information .

b The Company Does not have any fixed assets as a result of this, the going concern status of the company is affected.

2 In respect of Its Inventories

As per informations & explanations given to us & taking into consideration the nature of the business of the company .this clause is not applicable.

3 In respect of loans, secured or unsecured, granted or taken bv the company to/from companies, firms or other parties covered In the register maintained under Section 301 of the Companies Act 1956.

(iii) The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4 In respect of internal control procedures

As per informations & explanations given to us & taking into consideration the nature of the business of the company .this clause is not applicable.

5 As explained to us there has not been any transaction during the year that need to be entered in the register maintained under section 301 of the Companies Act 1956 and exceeding during the year to Rs. 5,00,000 or more in respect of each such party.

6 The company has not accepted any deposits from the public.

7 In respect of Internal audit system of the company

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company this clause is not applicable.

8 In respect of maKenance of Cost Records u/s 209(1 Kd) of the Companies Act 1956.

As per informations & explanations given to us & taking into consideration the size and the nature of the business of the company this clause is not applicable.

9 In respect of undisputed statutory dues

According to the information and explanations given to us, there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , cess which are outstanding as at for a period of more than six months from the date they became payable.

10 In respect of accumulated losses & Cash Losses

The company has accumulated losses exceeding 50% of net worth. The company have incurred loss of Rs. 1,02,780/- during the year covered by our audit and accumulated losses of Rs. 7,23,29,263/- as on 31st March,2013

11 According to the information and explanations given to us the company has not taken any loans from any financial institution or bank or debenture holder.

12 In our opinion and according to the information & explanation given to us ,no loan and advances have been granted by the company on the basis of security by way of pledge of shares , debentures and other securities.

13 In our opinion. the company is not a Chit fund, Nidhi or mutual benefit Society .therefore, this clause is not applicable to the company.

14 The company is not dealing or trading in in shares, securities, debentures and other investments. Hence this clause is not applicable to the company.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16 As per information and explanations given to us, the company has not taken any term loans. therefore, this clause is not applicable to the company.

17 According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long term basis have been used for short-term investment.

18 During the year, the company has not made preferential allotment of shares to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

19 The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

20 The company has not raised any money by way of public issues during the year.

21 In our opinion & according to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year.

For RAMAN S. SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Registration No 119891W)

CA RAMAN S. SHAH (PARTNER)

MEMBERSHIP NO :- 33272

PLACE : GUMMIDIPOONDI

DATE : 29.5.2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of SURYODAYA INVESTMENTS & TRADING COMPANY LIMITED, as at March 31,2012 and also the statement of Profit and loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies [Auditors'' Report] Order 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of 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 the Company, so far as appears from our examination of those books.

c. The Balance Sheet, statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

In our opinion, the Balance Sheet, statement of Profit and Loss and the Cash Flow Statement deah with by this Report comply with the Accounting Standards referred ''mo in Section 211{3C) of the Companies Act, 1956.

e. On the basis of written representations received from the Directors of the Company as on March 31, 2012 and taken on record by the Board of Directors, none of the Directors are disqualified as at March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, they said financial statements subject to Note 18 and 19 of financial statements regarding pending registration with RBI & non availability of confirmation of balances respectively, the cumulative impact thereof if any on the financial statements and read together with the Significant Accounting Policies and Other Notes thereon, give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i] in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012; and

ii] in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii] In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT (To The Members of Suryodaya Investments & Trading Company limited)

1. The Company does not have any fixed assets. Accordingly, clause 4(i)(a), (b) & (c) of the Order are not applicable

2. The Company does not have any inventory, accordingly Clause 4(ii)(a), (b) & (c) of the Order are not applicable.

3. a) The Company has granted unsecured loans to companies, covered in the register maintained u/s.301 of the Companies Act, 1956, aggregating to Rs.135363965/- (aggregate of maximum outstanding at any time during the year Rs. 135363965/-)

b) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions are, prima-facie, prejudicial to the interest of the company.

c) As per the'' information and explanation given to us, the loans granted are repayable on demand and no repayment schedule is stipulated.

d) In view of .(c) above, there is no overdue amount in respect of the loans given by the company.

e) The Company has not taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clauses 4 (iii) (f) and (g) of the Order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the Company and the nature of its business for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods and services. We have not observed major weakness in the internal controls during the course of the audit.

5. a) Based on the audit procedure applied by us, and according to the information and explanations given to us, we are of Opinion that there are no contracts and arrangements required to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements required to be entered in the register maintained u/s.301 of the Companies At, 1956 and exceeding the value of Rs.5 lakhs in spent of any party during the year.

6 The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provision of Sections 58A and 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there under are not applicable.

7 The company did not have internal audit system during the year.

8 According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the information and explanations given to us, and on the basis of records examined by us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Sales tax, Wealth tax. Service tax, Custom duty, Excise duty, Cess. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no dues in respect of Sales tax. Income tax. Customs duty, Wealth tax, Service tax, Excise duty, and Cess that have not been deposited except in respect of income tax demand for the Assessment Year 1991-92 and 1997-98 under dispute before ITAT/High Court amounting to Rs.4565969/- (P.Y. Rs. 4565969/-) on account of any dispute.

10 The Company has no accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered under audit and in the immediately preceding financial year.

11 The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

12 The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company is not a edit fund or a nidhi/mutual benefit fund or a society and therefore the related provisions of clause 4(xiii) of the Order are not applicable to the company.

14 According to the information and explanation given to us, the Company has maintained records of transactions and contracts in respect of trading in shares, debentures and other securities and generally timely entries have been made therein. All shares debentures and other securities have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956 and save for certain shares white are either lodged for transfer or held with valid transfer forms.

15 According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks or financial institution. However, the Company has given an undertaking to various Financial Institutions not to transfer, assign, pledge, hypothecate or otherwise dispose off in any manners its investments in equity shares in LML Limited without prior approval of the Institutions so long as the loans, advances to LML Limited by Institutions remain outstanding.

16 The Company has not obtained any term loans.

17 According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized funds raised from short-term sources towards long-term investment.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Art.

19 The Company has not issued any secured debentures.

20 The Company has not raised any money by public issue during the year.

21 According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KHANDELWAt JAIN & CO.

Chartered Accountants

Firm Registration No. 105049w

(SHIVRATAN AGARWAL)

PARTNER

Membership No.: 104180

Place: Mumbai

Date : September 03,2012


Mar 31, 2010

1. We have audited the attached Balanee Sheet of SURYODAYA INVESTMENTS & TRADING COMPANY ITMTTED, as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing (The accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies Auditors' Report Order 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of 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 the Company, so far as appears from our examination of those books.

c. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this Report arc in agreement with the books of account.

5. a) Based on the audit procedure applied by us. and according to the information and explanations given to us, we are of opinion that there are no contracts and arrangements required to be entered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts and arrangements required to be entered in the register maintained u/s.301 of the Companies Act, 1956 and exceeding the value of Rs.5 lakhs in respect of any party during the year.

6 The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provision of Sections 58A and 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there under are not applicable.

7 The company did not have internal audit system during the year.

8 According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (I) of Section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the information and explanations given to us, and on the basis of records examined by us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Sales tax, Wealth tax, Service tax. Custom duty. Excise duty. Cess. According to the information and explanations given to us, no undisputed amount payable in respect of aforesaid dues were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues in respect of Sales tax, Income tax, Customs duty, Wealth tax, Service tax, Excise duty, and Cess that have not been deposited except in respect of income tax demand for the Assessment Year 1991-92 and 1997-98 under dispute before ITAT/High Court amounting to Rs.45.66 lacs (P.Y. Rs.45.66 lacs) on account of any dispute.

10 The Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses of Rs. 285,675/- during the financial year covered under audit and Rs. 47,242/- during the immediately preceding financial year.

11 The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

12 The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company is not a chit fund or a nidhi/mutual benefit fund or a society and therefore the related provisions of clause 4(xiii) of the Order are not applicable to the company.

14 According to the information and explanation given to us, the Company has maintained records of transactions and contracts in respect of trading in shares, debentures and other securities and generally timely entries have been made therein. All shares debentures and other securities have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer forms.

15 According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from Banks or financial institution. However, the Company has given an undertaking to various Financial Institutions not to transfer, assign, pledge, hypothecate or otherwise dispose off in any manners us investments in equity shares in LML Limited without prior approval of the Institutions so long as the loans, advances to LML Limited by institutions remain outstanding.

16 The Company has not obtained any term loans.

17 According to the information and explanation given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized funds raised from short term sources towards long term investment,

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 The Company has not issued any secured debentures.

20 The Company has not raised any money by public issue during the year.

21 According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

ANNEXURE TO THE AUDITORS' REPORT (To The Members of Suryodaya Investments & Trading Company Limited)

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

b) As explained to us the fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification. In our opinion die frequency of verification is reasonable having regard to the size of the company and nature of its business.

c) During the year the Company has not disposed of any part of its fixed assets.

2. The Company does not have any inventoiy, accordingly Clause 4(ii)(a), (b) & (c) of the Order are not applicable.

3. a) The company has granted unsecured loans to six companies, covered in the register maintained u/s.301 of the Companies Act, 1956, aggregating to Rs. 12,80,32,698/- (aggregate of maximum outstanding at anytime during the year Rs.12,91,78,598/-).

b) Tn our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions are, prima-facie, prejudicial to the interest of the company.

c) As per the information and explanation given to us, the loans granted are repayable on demand and no repayment schedule is stipulated.

d) In view of (e) above, there is no overdue amount in respect of the loans given by the company.

e) The Company has taken unsecured loans from three parties covered in the register maintained u/s.301 of the Companies Act, 1956, aggregating to Rs. 558,452/- (aggregate of maximum outstanding at any time during the year Rs. 603,452/-).

f) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions are, prima-facie, not prejudicial to the interest of the company.

g) As per the information and explanation given to us, the loans taken are repayable on demand and no repayment schedule is stipulated.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the Company and the nature of its business for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods and services. We have not observed major weakness in the internal controls during the course of the audit.

d. In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this Report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representations received from the Directors of the Company as on March 31, 2010 and taken on record by the Board of Directors, none of the Directors are disqualified as at March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Note No. B- 4 and B-5 of Schedule 11 regarding pending registration with RBI & non availability of confirmation of balances respectively and read together with the significant accounting policies and other notes thereon, give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i] in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

ii] in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

iii] In the case of cash flow statement, of the cash flows for the year ended on that date.

For KHANDELWAL JAIN & CO. Chartered Accountants Firm Registration No. 105049W

(SHIVRATAN ACARWAL) . PARTNER Membership No. : 104180

Place : Mumbai Date : September 2, 2010

 
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