To the Members of
SFL INTERNATIONAL LTD.
(formerly known as Suryanagri Finlease Ltd.) Report on the Financial Statements
We have audited the accompanying financial statements of SFL International Ltd.
(formerly known as Suryanagri Finlease Ltd.) ("the company"), which comprise the
Balance Sheet as at 31st March 2017, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these financial statements that 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 the 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 the 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.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. 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 thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Those Standards 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.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
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 Companys preparation of the
financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by Companys Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, 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 31st
March, 2017 and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 ("the Order")
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Act, we give in "Annexure A" a statement on the matters specified in
paragraphs 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
Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid 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 31st March, 2017 taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2017, from being appointed as a
director in terms of Section 164(2) of the Act. f. With respect to the adequacy of the
internal financial controls over financial reporting of the company and operating
effectiveness of such controls, refer to our separate report in "Annexure B".
Our report expresses an unmodified opinion on the adequacy and operating effectiveness of
the Companys internal financial controls over financial reporting. g. With respect to the
other matters to be included in the Auditors 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 : i. As informed to us, the
Company does not have any pending litigations which would impact its financial position;
ii. The Company did not have any long-term contracts including derivatives contracts for
which there were any material foreseeable losses; iii. There were no amounts which were
required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in its financial statements as to
holdings as well as dealings in Specified Bank Notes during the period from 8 November,
2016 to 30 December, 2016 and these are in accordance with the books of accounts
maintained by the Company. Based on our audit procedures and relying on the management
regarding the holding and nature of cash transactions, including Specified Bank Notes, we
report that these disclosures are in accordance with the books of accounts maintained by
the Company and as produced to us by the Management. Refer Note 18 to the financial
statements.
|
For Ashok Dhariwal & Co. |
|
Chartered Accountants |
|
(Registration No. 100648W) |
|
(CA Ashok Dhariwal) |
| Place: Ahmedabad |
Partner |
| Date: 30/05/2017 |
Membership No. 36452 |
Annexure "A" to Independent Auditors Report
Referred to in Paragraph 1 under the heading of "report on other legal and
regulatory requirements" of our report of even date (i) In respect of its fixed
assets: a. The Company has maintained proper records showing full particulars including,
quantitative details and situation of the fixed assets b. As explained to us, all the
fixed assets have been physically verified by the management in a phased periodical
manner, which in our opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such physical
verification. c. The title deeds of immoveable properties are held in the name of the
company. (ii) In respect of its inventories: During the year the company has not
undertaken any transaction relating to inventory.
Hence the provisions of clause (ii) of paragraph 3 the order is not applicable to the
Company. (iii) According to the information and explanations given to us, the Company has
not granted loans, secured or unsecured to any Companies, Firms, Limited Liability
Partnerships or other parties covered in the register maintained under section 189 of the
Act. Accordingly, the provisions of clause (iii) (a), (iii) (b) & (iii) (c) of
paragraph 3 of the Order are not applicable to the Company.
(iv) The company has not given any loans, investments guarantees, and security. Hence,
the provisions of Clause (iv) of paragraph 3 of the Order are not applicable to the
Company. (v) According to the information and explanations given to us, the Company has
not accepted any deposit from the public during the year. Therefore, the provisions of
Clause (v) of paragraph 3 of the Order are not applicable to the Company. No order has
been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any court or any other tribunal.
(vi) The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act for the Company. Therefore, the provisions of Clause (vi) of
paragraph 3 of the Order are not applicable to the Company.
(vii) According to the information and explanations given to us in respect of statutory
dues: a) The Company has generally been regular in depositing undisputed statutory dues
including provident fund, employees state insurance, income-tax, sales tax, service tax,
duty of customs, duty of excise, value added tax, cess and any other material statutory
dues with the appropriate authorities. There were no undisputed statutory dues in arrears
as on 31st March, 2017 for a period of more than six months from the date they
became payable. b) There are no amounts payable in respect of income tax, service tax,
sales tax, duty of customs, duty of excise or value added tax or cess which have not been
deposited on account of disputes.
(viii) The Company has not taken any borrowings from banks, financial institutions,
Government or by way of debentures. Accordingly, the provisions of clause (viii) of the
paragraph 3 of the Order are not applicable to the Company.
(ix) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instrument) and term loans. Accordingly, the provisions of clause
(ix) of paragraph 3 of the Order are not applicable to the Company.
(x) To the best of our knowledge and according to the information and explanations
given to us, no fraud by the company or any fraud on the company by its officers or
employees has been noticed or reported during the course of our audit that causes the
financial statements to be materially misstated.
(xi) The Managerial Remuneration has not been paid or provided and accordingly the
requisite approvals mandated by the provisions of section 197 read with Schedule V of the
Companies Act are not required.
(xii) The company is not a Nidhi Company hence the provisions of clause (xii) of
paragraph 3 of the Order are not applicable to the Company.
(xiii) Based upon the audit procedures performed and according to the information and
explanations given to us, all transactions with related parties are in compliance with
sections 177 and 188 of Companies Act, 2013 where applicable and the details have been
disclosed in the Financial statements etc. as required by the applicable accounting
standards. (xiv) The company has not made any preferential allotment or private placement
of shares or fully or partly convertible debentures during the year under review.
Accordingly, the provisions of clause (xiv) of paragraph 3 of the Order are not applicable
to the Company. (xv) The company has not entered into any non-cash transactions with
directors or persons connected with him. Hence, the provisions of clause (xv) of paragraph
3 of the Order are not applicable to the Company.
(xvi) The company is not required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934.
|
For Ashok Dhariwal & Co. |
|
Chartered Accountants |
|
(Registration No. 100648W) |
|
(CA Ashok Dhariwal) |
| Place: Ahmedabad |
Partner |
| Date: 30/05/2017 |
Membership No. 36452 |
Annexure "B" to Independent Auditors Report
Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory
Requirements of our report of even date
Report on the Internal Financial Controls under section 143(3)(i) of the Act
We have audited the internal financial controls over financial reporting of SFL
International Ltd. (formerly known as Suryanagri Finlease Ltd.) ("the company"),
as of 31st March, 2017 in conjunction with our audit of the financial
statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the
"Guidance Note"), issued by the Institute of Chartered Accountants of India.
These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to the companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013 ("the
Act").
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorisations of
management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
Companys 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 financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at 31st March, 2017, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
|
For Ashok Dhariwal & Co. |
|
Chartered Accountants |
|
(Registration No. 100648W) |
|
(CA Ashok Dhariwal) |
| Place: Ahmedabad |
Partner |
| Date: 30/05/2017 |
Membership No. 36452 |
+91-9892691696
