To the Members of
M/s VEGEPRO FOODS & FEEDS LIMITED
1. Report on the Financial Statements
We have audited the accompanying standalone financial statements of VEGEPRO FOODS
& FEEDS LIMITED ("the Company"), which comprises the Balance Sheet as at
March 31st 2016, the Statement of Profit and Loss and statement of Cash Flow for the year
ended March 31, 2016, and a summary of significant accounting policies and other
explanatory information.
2. Managements Responsibility for the Standalone Financial Statements
Management is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (the Act) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance
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
judgements 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. Auditors Responsibility
Our responsibility is to express an opinion on these standalone financial statements
based on our audit.
We have taken in to 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.
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 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
the 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 standalone financial statements.
4. Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
a) Note 2.3 to the financial statements regarding non provision of interest on NCDs.
b) As per Note 2.15 regarding closure of factory, indicate the existence of a
material uncertainty that cast significant doubt about the Companys ability to continue
as a going concern. However, the financial statements of the Company have been prepared on
a going concern basis for the reasons stated in the said Note.
Our opinion is not modified in respect of these matters.
5. Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone 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, 2016, and its profit and its cash flows for the year ended on that date.
6. Report on Other Legal and Regulatory Requirements
6.1 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 the "Annexure A" statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
6.2 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 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 it appears from our examination of those books;
c) The Balance Sheet, 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 standalone financial statements comply with the
Accounting Standards specified under the Section 133 of the Act, read with rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on March 31,
2016, and taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2016, 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 the operating effectiveness of such controls, refer to our
separate report in "Annexure B", and
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) 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 derivative contracts
for which there were any material foreseeable losses;
(iii) Company has an amount required to be transferred to Investor Education &
Protection Fund (IEPF), of unpaid share application money of Rs. 2.25 lacs, which have not
been deposited with appropriate authorities.
|
For S. MANDAL & CO. |
|
Chartered Accountants |
|
FRN : 314188E |
|
Arijit Dutta |
| Date: 28th May, 2016 |
(Partner) |
| Place: Kolkata |
Membership No. : 066223 |
"Annexure A" to the Independent Auditors Report
Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory
Requirement of report of even date to the standalone financial statements of the company
for the year ended March 31, 2016; we report that:
3.1 Clause (i):
The company has maintained proper records showing full particulars including
quantitative details and situation of fixed assets on the basis of information available.
The Company has a programme of verification of Fixed Assets to cover all the items in a
phased manner over a period of three years, which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. Pursuant to the programme,
certain Fixed Assets were physically verified by the management during the year. According
to the information and explanations given to us, no material discrepancies were noticed in
such verification.
In our opinion and according to the information and explanations given to us, no
substantial part of the fixed assets has been disposed off during the year and therefore
does not affect going concern assumption.
3.2 Clause (ii):
There is no Stock in trade (Securities) of the Company hence reconciliation and
verification by the company does not arise.
3.3 Clause (iii):
The company has not granted any loans, secured or unsecured to companies, firms,
Limited Liability Partnerships or other parties covered in the register maintained under
section 189 of the Companies Act, 2013. Accordingly, the paragraph 3(iii) of the order is
not applicable to the company and hence not commented upon.
3.4 Clause (iv):
In respect of loans, investments, guarantees, and security the provisions of section
185 and 186 of the Companies Act, 2013 have been complied with.
3.5 Clause (v):
According to the information and explanation given to us the company has not accepted
deposits from the public during the financial year under audit. Accordingly, the paragraph
3(v) of the order is not applicable to the company and hence not commented upon.
3.6 Clause (vi):
In our opinion and according to information and explanation given to us, the company
does not manufacturing any goods and as such the provision related to maintenance of cost
records by the company under sub section (1) of section 148 of Companies Act, 2013 for any
of its products as prescribed by Central Government, are not applicable.
3.7 Clause (vii):
(a) The company is 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 statutory dues to the appropriate
authorities.
(b) According to the information and explanations given to us there are no dues of
income tax or sales tax or service tax or duty of customs or duty of excise or value added
tax which have not been deposited on account of any dispute.
3.8 Clause (viii):
According to the records of the company examined by us and as per the information and
explanation given to us, the company has not availed of any loans from any financial
institution or banks and has not issued debentures. Accordingly, the paragraph 3(viii) of
the order is not applicable to the company and hence not commented upon.
3.9 Clause (ix):
In our opinion and according to information and explanations given to us, the company
has not raised money by way of initial public offer or further public offer (including
debt instruments) and term loans. Accordingly, the paragraph 3(ix) of the order is not
applicable to the company and hence not commented upon.
3.10 Clause (x):
No fraud by the company or any fraud on the Company by its officers or employees has
been noticed or reported during the year.
3.11 Clause (xi):
No Managerial remuneration has been paid or provided during the year, hence the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the
Companies Act is not applicable to the company.
3.12 Clause (xii):
In our opinion, and according to information and explanations given to us, clause (xii)
of para 3 to Companies (Auditors Report) Order,2016 w.r.t. Nidhi Company is not
applicable to company. Accordingly, the paragraph 3(xii) of the order is not applicable to
the company and hence not commented upon.
3.13 Clause (xiii):
In our opinion all transactions with the 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.
3.14 Clause (xiv):
In our opinion, and according to information and explanations given to us, clause (xiv)
of para 3 to Companies (Auditors Report) Order,2016 w.r.t. Allotment of Securities is not
applicable to company. Accordingly, the paragraph 3(xiv) of the order is not applicable to
the company and hence not commented upon.
3.15 Clause (xv)
The company has not entered into any non-cash transactions with directors or persons
connected with him. Accordingly, the paragraph 3(xv) of the order is not applicable to the
company and hence not commented upon.
3.16 Clause (xvi):
The company is not required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934. Accordingly, the paragraph 3(xvi) of the order is not applicable to the
company and hence not commented upon.
|
For S. MANDAL & CO. |
|
Chartered Accountants |
|
FRN : 314188E |
|
Arijit Dutta |
| Date: 28th May, 2016 |
(Partner) |
| Place: Kolkata |
Membership No. : 066223 |
"Annexure B" to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of VEGEPRO
FOODS & FEEDS LIMITED ("the Company") as of March 31, 2016 in conjunction
with our audit of the standalone 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
issued by the Institute of Chartered Accountants of India (ICAI). 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 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.
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 judgement, 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, 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 March 31, 2016, 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 (ICAI).
|
For S. MANDAL & CO. |
|
Chartered Accountants |
|
FRN : 314188E |
|
Arijit Dutta |
| Date: 28th May, 2016 |
(Partner) |
| Place: Kolkata |
Membership No. : 066223 |
+91-9892691696
