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ADF Foods Ltd.

BSE: 519183 Sector: Agri and agri inputs
NSE: ADFFOODS ISIN Code: INE982B01019
BSE LIVE 15:46 | 17 Nov 257.15 -3.90
(-1.49%)
OPEN

264.00

HIGH

264.25

LOW

255.00

NSE 15:52 | 17 Nov 257.85 -3.90
(-1.49%)
OPEN

263.50

HIGH

264.40

LOW

255.20

OPEN 264.00
PREVIOUS CLOSE 261.05
VOLUME 87330
52-Week high 316.10
52-Week low 128.85
P/E 42.02
Mkt Cap.(Rs cr) 545
Buy Price 257.15
Buy Qty 410.00
Sell Price 0.00
Sell Qty 0.00
OPEN 264.00
CLOSE 261.05
VOLUME 87330
52-Week high 316.10
52-Week low 128.85
P/E 42.02
Mkt Cap.(Rs cr) 545
Buy Price 257.15
Buy Qty 410.00
Sell Price 0.00
Sell Qty 0.00

ADF Foods Ltd. (ADFFOODS) - Auditors Report

Company auditors report

TO THE MEMBERS OF ADF FOODS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of ADF FOODSLIMITED ("the Company") which comprises the Balance Sheet as at March 312017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provision of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2017 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 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the mattersspecified 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 bestof 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 bythe 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 Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 March31 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2017 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialstatements-Refer Note 28 (a) to the financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandard for material foreseeable losses if any on long-term contracts includingderivative contracts.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management – Refer Note 29.

For KALYANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No. 104607W /W100166

FARHAD M. BHESANIA PARTNER

Membership Number 127355

Place: Mumbai Dated: May 12 2017

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements' in ourIndependent Auditor's Report to the members of the Company on the standalone financialstatements for the year ended March 31 2017.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor'sReport) Order 2016: i. (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets. (b) Asexplained to us all fixed assets have not been physically verified by the managementduring the year but there is a program for physical verification of fixed assets atperiodic intervals. In our opinion the period of verification is reasonable having regardto the size of the Company and the nature of its assets. The discrepancies noticed on suchverification were not material and have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company. ii. The inventory has been physically verified by themanagement during the year. In our opinion the frequency of such verification isreasonable. The discrepancies reported on such verification were not material and havebeen properly dealt with in the books of account.

iii. The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Act. Therefore the provisions of sub-clause (a) (b) and (c) ofparagraph 3(iii) of the Order are not applicable. iv. In our opinion and according to theinformation and explanations given to us provisions of Section 186 of the Act in respectof investments made have been complied with by the Company. In our opinion and accordingto the information and explanations given to us the Company has not advanced any loans topersons covered under the provisions of Section 185 and Section 186 of the Act or givenguarantees or granted securities under Section 186 of the Act. v. In our opinion andaccording to the information and explanations given to us the Company has not acceptedany Deposits from Public and hence the directives issued by the Reserve Bank of India andthe provisions of Section 73 to 76 or any other relevant provisions of the Act and therules framed thereunder are not applicable. vi. In our opinion and according to theinformation and explanation given to us the maintenance of cost records under sub section(I) of section 148 of the Act is not applicable to the Company under the Companies (CostRecord and Audit) Rules 2014. vii.

(a) According to the information and explanations given to us and the records examinedby us the Company is generally regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Sales Tax Service Tax Duty ofCustoms Duty of Excise Value Added Tax Cess and any other statutory dues with theappropriate authorities wherever applicable and there are no such outstanding dues as atMarch 31 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of books of account and record the company has generally been regular indepositing undisputed statutory dues including Income Tax Sales Tax Service Tax Duty ofCustoms Duty of Excise and Value added Tax except the following:

Sr. No. Name of the Statute Amount (Rs. in Lacs) Period to which the amount relates Forum where dispute is pending
1 Finance Act 1994 433.01 F.Y.2003-2004 to F.Y.2010-2011 Commissioner – CESTAT
2 Income Tax Act 1961 585.78 F.Y.2009-2010 to F.Y.2013-2014 CIT (Appeal)

viii. According to the information and explanations given to us and based on thedocuments and records produced to us the Company has not defaulted in repayment ofborrowings to banks. The Company does not have any loans or borrowings from financialinstitutions government or debenture holders. ix. The Company did not raise any moneys byway of initial public offer or further public offer (including debts instruments) duringthe year. In our opinion and according to the information and explanations given to usthe term loans taken by the company have been applied for the purposes for which they wereraised.

x. During the course of our examination of the books of account and records of theCompany and according to the information and explanation given to us and representationsmade by the Management no material fraud by or on the Company has been noticed orreported during the year. xi. According to the information and explanation given to us andbased on our examination of the records of the Company the Company has paid/provided formanagerial remuneration in accordance with requisite approvals mandated by the provisionsof section 197 read with Schedule V to the Act. xii. In our opinion and according to theinformation and explanation given to us the Company is not a Nidhi Company hence theprovisions of paragraph 3 (xii) of the Order are not applicable. xiii. According to theinformation and explanation given to us and based on our examination of the records of theCompany transactions with related parties are in compliance with Section 177 and Section188 of the Act where applicable and details of such transactions have been disclosed inthe Financial Statements as required by the applicable accounting standards. xiv.According to the information and explanation given to us and based on our examination ofthe records the Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year. xv. According to theinformation and explanation given to us and based on our examination of the records theCompany has not entered into non-cash transactions with the directors or persons connectedwith him. Hence the provisions of Section 192 of the Act are not applicable. xvi. TheCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934 hence the provisions of paragraph 3 (xvi) of the Order are not applicable.

For KALYANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No. 104607W /W100166

FARHAD M. BHESANIA PARTNER

Membership Number 127355

Place: Mumbai Dated: May 12 2017

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements' inour Independent Auditor's Report to the members of the Company on the financial statementsfor the year ended March 31 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ADFFOODS LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India"

For KALYANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No. 104607W /W100166

FARHAD M. BHESANIA PARTNER

Membership Number 127355

Place: Mumbai Dated: May 12 2017