Mar 31, 2015
1. We have audited the accompanying financial statements of SUYOG TELEMATICS LIMITED (CIN L32109MH1995PLC091107) ("The Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Acf) with respect to the preparation and presentation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified 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 in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Our responsibility is to express an opinion on these financial statements based on our audit.
4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute if Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Emphasis of Matters
8. We invite attention to Note 24(h) to the financial statements regarding non reconciliation and non availability of balance confirmation from Various Lenders (Secured and Unsecured), Sundry Creditors, Trade Receivables and parties to whom Loans & Advances and Deposits have been made.
9. As referred in Note 24(i) to the financial statement, the company have not complied with section 203 & section 134 (1) of Companies Act, 2013.
10. In our opinion and to the best of our information and according to the explanations given to us and subject to the possible effects of above stated matters in point no 8 & 9, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by "the Companies (Auditor's Report) Order, 2015 ("the Order")", issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we consider appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of 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 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 it appears from our examination of those books;
c. The balance sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and
f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
* The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015 on its financial position in its financial statements - Refer Note 3(b);
* The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts i.e Nil; and
* There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015 - N.A.
Annexure to independent Auditors' Report
(Referred to in our report of even date)
1) In respect of Fixed Assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets however no such reports is produced before us for our verification.
2) In respect of Inventories:
a) According to the Information and explanation given to us, the Inventories have been physically verified by the management during the year.
b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventory followed by the management as evidenced by the written procedures and instructions are reasonable and adequate in relation to the size of the company and nature of its business.
c) The company is maintaining proper records of Inventory. As explained to us, no discrepancies were noticed on Physical verification between physical stocks and book records. However physical verification reports are not produced before us for verification.
3) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013:
a) According to the information and explanations given to us, the company has granted unsecured loan and Deposits. The amount granted and number of parties involved are INR 6,42,22,972/- of 5 parties respectively and received back of the loan amount are INR 4,23,21,444/- of 5 parties respectively including closing balance being INR 7,24,56,194 /- of 3 parties respectively.
b) The company has granted aforementioned advances as non-interest bearing advances.
c) Terms and conditions for the repayment of the loan granted at clause (a) above is not specified, hence regularity of receipt of loan amount could not be commented upon.
d) In view of clause 3(c) above, clause 3(d) are not applicable.
e) According to the information and explanations given to us, the company has not taken unsecured loan.
4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.
5) According to the information and explanations given to us, the Company has accepted deposit from one party during the year and refunds back the entire amount during the year in accordance with the provisions of section 73 to 76 of the Act and the rules framed there under however no such balance confirmation provided to us for our verification read with Note No 3(h).
6) The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the service rendered by the Company.
7) In respect of Statutory dues:
According to the information and explanations given to us, in respect of statutory and other dues:
a) According to the records of the Company, the company has been generally delay in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, cess and any other statutory dues, as applicable, with appropriate authorities, and the extent of the arrears of outstanding statutory dues as at the last day of the financial year are INR 21808897/-, INR 5300/-, INR 313428/-, INR 12354086/- on account of Service Tax, Professional Tax, Income Tax & TDS respectively. The company has not filed Service Tax Return for the current financial year.
b) According to the information and explanations given to us, no undisputed amounts payable in respect of sales tax, wealth tax, customs duty and excise duty were outstanding, as at March 31, 201 for a period of more than six months from the date were they became payable except the followings.
Sr.No. Particulars Outstanding Period to which Amount (INR) Amount Relates
1 Income Tax 3,13,428 2009-10
Service Tax 7,76,042 2009-10
Service Tax 5,00,000 2010-11
Service Tax 5,39,692 2011-12 2 Service Tax 15,40,700 2012-13
Service Tax 38,48,448 2013-14
Service Tax 79,77,925 2014-15
Tax Deducted at Source 54,97,513 2012-13 3 Tax Deducted at Source 1,12,640 2013-14
c) According to the information and explanations given to us and the records of the Company examined by us, there are no amount required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.
8) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during financial year and in the immediately preceding financial year.
9) In our opinion and according to the information and explanations given to us and the records of the Company examined by us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.
10) According the information and explanation given to us and records produced before us, the Company has not given any guarantee for loans taken by others from banks or financial institution during the year.
11) In our opinion and according to information and explanation given to us, term loans obtained were applied for the purpose for which the loans were obtained.
12) According the information and explanation given to us, no instances of material fraud on or by the Company has been noticed or reported during the course of our audit.
For Maheshwari & Co. Chartered Accountants Firm Registration Number: 105834W
Sd/- Pawan Gattani (Partner) Membership Number: -144734
Place: Mumbai Date: May 30, 2015