# SURYA CAPITALE SECURITIES LLC X-17A-5 (2022-03-01) — Broker-dealer annual report - Company: SURYA CAPITALE SECURITIES LLC - Form: X-17A-5 - Filed: 2022-03-01 - Period: 2021-12-31 - Accession: 0001530264-22-000001 - CIK: 1530264 - File #: 8-68968 - Type: Broker-dealer - Material weakness: No - Auditor: AJSH & Co. LLP - Auditor location: New Delhi, K7 - Contact: Linda Grimm - Phone: 212-897-1685 - Signed by: Anand Patel (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1530264/000153026422000001/Surya21s.pdf --- {0}------------------------------------------------ #### UNITED STA TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PART III | OMB APPROVAL | | |--------------------------|--| | OMB Number: 3235-0123 | | | Expires: Oct. 31, 2023 | | | Estimated average burden | | | hours per response: 12 | | SEC FILE NUMER 8- 68968 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01 /01 /21 AND ENDING 12/31 /21 MM/DD/YY ~---------------------~ MM/DD/YY #### A. REGISTRANT IDENTIFICATION # NAME o F FIRM: Surya Capita le Securities LLC TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSfNESS: (Do not use a P.O. box no.) # 55 Wall Street, Suite 5308 | | (No. and Street) | | |----------------|----------------------------------------------------------------------------|------------------------------| | New York | NY | 10005 | | (City) | (State) | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | Linda S. Grimm | (212) 897-1685 | Lgrimm@integrated .solutions | | (Name) | (Arca Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose reports arc contained in this filing* | | | | AJSH & Co. LLP | | | | (Name - if individual, state last, first, and middle name) | | # A-94/8, Wazirpur Industrial Area Main Ring Road, New Delhi I NOIA '110052 | (Address) | (City) | (State) | (Zip Code) | |-----------|--------|---------|------------| | 2/10/2009 | | 3223 | | (Dale of Registration with PCAOB)(if applica blc) (PCAOB Registration Number, ifapplicable) #### FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement Iha! the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. Sec 17 CFR 240. l 7a-5(e)( I )(ii), if applicable. Persons who arc to respond to the collection of information contained in this form arc not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### AFFIRMATION I, Anand Patel , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to Surya Capitale Securities LLC as of 12/ 31 /21 , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as tlhat of a customer. Chief Executive Officer Title SYED ALI ABBAS Notary Public • St1te of New York N0.01A81332128 Qu1Hfltd in NIHIU County My Commission flplrtt Del it. to2& Notary Public {2}------------------------------------------------ ## This filing\*\* contains (check all applicable boxes): - [El (a) Statement of financial condition. - D (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - [El (c) Statement of income (loss) or, ifthere is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - [El ( d) Statement of cash flows. - [El (c) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - IIl (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - [El (h) Computation of net capital under 17 CFR 240. l 5c3-l or 17 CFR 240. l 8a-l , as applicable. - D (i) Computation of tangible net worth under 17 CFR 240. I 8a-2. - [El U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. l 5c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3- 3 or Exhibit A to 17 CFR 240. I 8a-4, as applicable. - D (l) Computation for Dctennination of PAB Requirements under Exhibit A to§ 240.15c3-3. - [El (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240. I 5c3- 3(p)(2) or 17 CFR 240. l 8a-4, as applicable. - IIl (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240. l 5c3-3 or 17 CFR 240. l 8a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - [El (q) Oath or affirmation in accordance with 17 CFR 240. l 7a-5, 17 CFR 240. l 7a-12. or 17 CFR 240. R 8a-7. as applicable. - D (r) Compliance report in accordance with 17 CFR 240. I 7a-5 or 17 CfR 240. l 8a-7, as applicable. - [El (s) Exemption report in accordance with 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - D ( t) Independent public accountant's report based on an examination of the statement of financial condition. - 00 ( u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240. l 7a-5, 17 CFR 240. l 8a-7, or 17 CFR 240. l 7a-l 2, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - IIl (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240. l8a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1 e or 17 CFR 240. I 7a-J 2, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240. l 7a-12(k). D(z) Other:------------------------------------ - *\*\*To request confidential treatment of certain p ortions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {3}------------------------------------------------ Financial Statements and Supplementary Schedules Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31 , 2021 {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### Report of the Independent Registered Public Accounting Firm To the l30:11d of D11 l'l l01" ,111d Members of Surya Capltale Securities LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Surya Capitale Securities LLC (the "Company") as of December 31, 2021 and the related statements of operations, changes in member' s equity and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statement s present fairly, n all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements c::ire the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's fi nancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent wit h respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement s. Our audit also included evaluating the accounting princi ples used and significant estimupplemcntal ll1form ation. 111clud111g 11\ form ,ind content, is prcse11tt•d 111 co11fo11rntv w ith 17 Cf R ~ 240.17a-5 ln our opinio n, the "UfJplc111t•nt.i l 11 1fu11n.nlo111s lt11rly sl ated. 111 ,111111.111•11,d " " •lll'lh, 111 reldtton to the f111anc1.il st atements f'IS ,1 whole. #### Other Matter The accompanying financial statements have been prepared assummr, the Company will continue as a going conce1 n. As di:.<.:u:.sed in Note 6 to the financial statements, the Co111 p,111y hdd a loss from operations for the yea1 2021 and in the previous years. These conditions raise su1Jsta11t1c1I doubt about its ability to continue as a going concern. Management's plans regarding those mat te• !> also are described in Note 6 The financial st atements do not include any adjustments that might rc!>ult from the outcome or this uncerta;n\ L: op;n;on ;, not mod;fled w;th respect to th;s matter )\\_j) ' AJSH & Co LLP We h.:ive served as the Company's Auditor since 2017 New Delhi, India March 1, 2022 {6}------------------------------------------------ ## **Statement of Financial Condition December 31 , 2021** | Assets | | |----------------------------------------|--------------| | Cash | \$
I ,991 | | Right-of-use asset | 10,750 | | Other assets | 3,531 | | Total assets | \$
16,272 | | Liabilities and Member's Equity | | | Accrued expenses | \$
76,138 | | Lease liability | 11 ,650 | | Total liabilities | 87,788 | | Member's deficit | ,516)
(71 | | Total liabilities and member's deficit | \$
16,272 | {7}------------------------------------------------ ## **Statement of Operations Year Ended December 31 , 2021** #### Revenues | | \$ | |-------------------|----------------| | Expenses | | | Professional fees | 24,085 | | Rent expense | 11,722 | | Communications | 4,017 | | Regulatory fees | 3,202 | | Other expenses | 1,276 | | Total expenses | 44,302 | | Net loss | \$
(44,302) | {8}------------------------------------------------ ## Statement of Changes in Member's Deficit Year Ended December 31, 2021 | Balance, January 1, 2021 | (32,214)
\$ | |----------------------------|----------------| | Net loss | (44,302) | | Member contributions | 5,000 | | Balance, December 31, 2021 | (71,516)
\$ | {9}------------------------------------------------ ## Statement of Cash Flows Year Ended December 31 , 2021 | Cash flows from operating activities | | |-------------------------------------------------------------------------------|----------------| | Net loss | \$
(44,302) | | Adjustments to reconcile net loss to net cash used by
operating activities | | | R1ght-of-use amortization | 10,750 | | Decrease in operating assets | | | Other assets | (458) | | Increase/( decrease) in operating liabilities | | | Lease liability | (1 1,028) | | Accrued expenses | 32,142 | | Net cash used by operating activities | (12,896) | | Cash flows from financing activities | | | Capital contributions | 5,000 | | Net decrease in cash | {7,896) | | Cash | | | Beginning of year | 9,887 | | End of year | \$
1,991 | {10}------------------------------------------------ #### 1. Nature of Operations Surya Capitale Securities LLC (the "Company,,) is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company engages in investment banking activities such as private placements and also provides merger and acquisition advisory services. ## 2. Summary of Significant Accounting Policies #### Basis of Presentation - Use of Estimates These financial statements were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. #### Cash All cash deposits are held by one financial institution and therefore are subject to the credit risk at that financial institution. The Company has not experienced any losses in such account and does not believe there to be any significant credit risk with respect to these deposits. #### Revenue Recognition The revenue recognition guidance of ASC Topic 606, *Revenue from Contracts with Customers,* requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, ( c) determine the transaction price, ( d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. {11}------------------------------------------------ #### 2. Summary of Significant Accounting Policies (continued) #### Revenue Recognition (continued) #### *Significant judgements* Revenue from contracts with customers includes comm1ss1on income and fees from in.vestment banking and asset management services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue and expenses related to private placement activities are recognized on the offering date or when it can be determined that the fees have been irrevocably earned. Merger and acquisition advisory service revenue is generally earned and recognized upon successful completion of the engagement or prorated over the term of the contract depending on the terms of the arrangement. Advisory fees are earned and recognized over time as performance obligations are continuously provided to the benefit of the customer over the term covered by the agreement. ## Credit Losses ASC 326 impacts the impairment model for certain fmancial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances, and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. {12}------------------------------------------------ #### 2. Summary of Significant Accounting Policies (continued) #### Income Taxes No provision for income taxes has been recorded because the Company is a single member limited liability company and is thus treated as a disregarded entity. Accordingly, the individual members of its parent report their share of the Company's income or loss on their personal income tax returns. The Company's parent is subject to the New York City unincorporated business tax. As of December 31 , 2021, management has detem1ined that the company had no uncertain tax positions that would require financial statement recognition. #### Right-of-Use Assets and Lease Liabilities The guidance under ASC Topic 842, Leases, increases transparency and comparability by requiring the recognition of right-of-use assets and lease liabilities on the statement of financial condition. Lease liabilities are recognized at the present value of the fixed lease payments using the prime rate. Right-of-use assets are recognized based on the initial present value of the fixed lease payments. ## 3. Transactions with Related Parties The Company has a lease with an affiliate to occupy office space at \$1 ,000 a month. The lease expires on December 31 , 2022. Rent expense for the year ended December 31, 2021 was \$11,722. #### 4. Commitments The Company has a lease agreement for its New York office space that expires in December 2022. At December 31 , 2021, the annual minimum payments under this agreement are \$ 12,000 through 2022. {13}------------------------------------------------ #### **5. Regulatory Requirements** The Company is subject to the Uniform Net Capital Rule 15c3-l under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to L At December 31, 2021 , the Company had deficit net capital of (\$75,047) which was deficient of the required net capital by (\$80, 183). Accordingly, currently the Company is not able to operate as a broker-dealer until such time as it has sufficient net capital. The Company does not handle cash or securities of customers. Accordingly, it is not affected by SEC Rule 15c3-3. #### **6. Going Concern** The accompanying statements have been prepared assuming the Company will continue as a going concern. The Company had a loss from operations during 2021 and in previous years, as well. In addition, currently the Company does not have sufficient net capital for it to operate as a registered broker-dealer in securities. This raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has pledged additional support to the Company to enable it to continue as a gomg concern. #### 7. **Subsequent Events** There are no subsequent events that would have a material impact requiring adjustment or disclosure. {14}------------------------------------------------ ## **Surya Capitale Securities LLC Computation of Net Capital Under Rule 15c3-1 Of the Securities and Exchange Commission December 31, 2021** | Member's equity | \$
(71,516) | |---------------------------------------------------------------|----------------| | Nonallowable assets | | | Other assets | 3,531 | | Net deficit | (75,047) | | Minimum capital requirement (the greater of \$5,000 or 6-2/3% | | | of aggregate indebtedness) | 5,136 | | Net deficit beyond requirements | \$
(80,183) | | Aggregate indebtedness: | | | Accrued expenses | \$
76,138 | | Lease liability | 11,650 | | less: Right of Use asset | {10,7502 | | Total aggregate indebtedness | \$
77,038 | | Ratio of aggregate indebtedness to net capital | -1.03: 1 | There are no material differences between the computation of net capital presented above and the computation of net capital reported in the Company's Form X- 17 A-5, Part IIA filing as of December 31 , 2021 . {15}------------------------------------------------ As the Company does not handle customer cash or securities, it does not have any Reserve or Possession and Control requirements with respect to SEC Rule I 5c3-3. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) X, \Vi11.i rpur l n!.111\lriul An·a. \1:1i 11 ltinJ! Ro:i1I I I 4SS% (1X'J \\ ch : 1rn\\.aj,h.in l·.-mail : i11f11 11 :11,h. 111 #### Rl.!port of Inde pendent Registered Publ ic Accou ntine Firm To th ~80,11 c1 of 011 l'Ctor' .md M embers of Surya Capita le Securities LLC We have reviewed man;igement's st atements, included in the accompanying Surya Capitale Securities LLC's ("the Compa11y") Exemption Re[port, in which (1) the Company does not claim an exemption under pMdgraph (k) of 17 C.F.H. §240.1Sc3-J and (2) the Company st ated that it is filing t he Exempt ion Report relying on Footnot e 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F R. § 240.17a-5 bec.atise the Company limits its business act ivities exclusively to investment banking activities such as private placements und merger and acquisit ions advisory services and the Company 1) did not direct ly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, 2) did not carry accounts of, or for, customers; and 3) did not carry PAB accounts {as defined in Rule 15c3-3 throughout the most recent fiscal year, 2021, without exception. The Company's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company' s compliance with the exemption provisions. A review is substant ially less in scope t han an examinat ion, the objective of which is the expression of an opinion on management's statement s. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications t hat should be made to management's statements referred to above for them t o be fairly stated, in all material respect s, based on the provisions set forth in SEC Foot note 74 of t he SEC Release No. 31\-70073 adopting amendments to 17 C.F.R. § 240.17a-5. New Delhi, India March 1, 2022 ![](_page_16_Picture_10.jpeg) ![](_page_16_Picture_11.jpeg) {17}------------------------------------------------ ## **Surya Capitale Securities LLC Statement of Exemption from Rule 15c3-3 December 31 , 2021** To the best of my knowledge and belief, Surya Capitale Securities LLC states the following: The Company does not claim an exemption under paragraph (k) of SEC Rule 15c3-3 in reliance upon Footnote 74 of SEC Release No. 34-70073 and as discussed in Question 8 of the related FAQ's released by the SEC staff. The Company did not hold customers' cash or securities on behalf of customers and, therefore, has no obligations under SEC Rule 15c3-3 and accordingly does not claim an exemption under paragraph (k). In addition, as a result of the Company having no obligations under SEC Rule 15c3-3 and its business activities limited to private placement of securities, it may file an Exemption Report. The Company had no exceptions under SEC Rule 15c3-3 throughout the period from January l, 2021 through December 31, 2021. Executed by the Person who made the oath or affirmation under SEC Rule 17a-5(e)(2) Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.