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Agro Tech Foods Ltd.

BSE: 500215 Sector: Industrials
NSE: ATFL ISIN Code: INE209A01019
BSE LIVE 15:59 | 15 Dec 727.80 67.50
(10.22%)
OPEN

660.30

HIGH

755.90

LOW

633.00

NSE 15:56 | 15 Dec 725.80 61.25
(9.22%)
OPEN

675.80

HIGH

756.70

LOW

666.05

OPEN 660.30
PREVIOUS CLOSE 660.30
VOLUME 66412
52-Week high 755.90
52-Week low 422.05
P/E 57.81
Mkt Cap.(Rs cr) 1,774
Buy Price 0.00
Buy Qty 0.00
Sell Price 727.80
Sell Qty 73.00
OPEN 660.30
CLOSE 660.30
VOLUME 66412
52-Week high 755.90
52-Week low 422.05
P/E 57.81
Mkt Cap.(Rs cr) 1,774
Buy Price 0.00
Buy Qty 0.00
Sell Price 727.80
Sell Qty 73.00

Agro Tech Foods Ltd. (ATFL) - Auditors Report

Company auditors report

INDEPENDENT AUDITORS' REPORT ON THE STANDALONE FINANCIAL STATEMENTS TO THE MEMBERS OFAGRO TECH FOODS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Agro Tech FoodsLimited (‘the Company') which comprise the Balance Sheet as at 31 March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information (collectivelyreferred to as the ‘standalone financial statements').

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (‘the Act') with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

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 anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the 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 31 March 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 ofAct and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to us wegive in the ‘Annexure A' a statement on the matters specified in paragraphs 3 and 4of 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 by theCompany 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

e) on the basis of written representations received from the directors as on 31 March2017 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct;

f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate 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 as at 31 March 2017 onits financial position in Note 2.27 and 2.46 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards 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 during the year ended 31 March2017; and

iv. The Company did not have any holdings or dealings in Specified Bank Notes duringthe period from 8th November 2016 to 30th December 2016 – refer Note 2.49 to thestandalone financial statements.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration No. 116231W/W-100024
Sriram Mahalingam
Place : Hyderabad Partner
Date : 03 May 2017 Membership No: 049642

ANNEXURE- A TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONE FINANCIAL STATEMENTS

The Annexure-A referred to in the Independent Auditor's Report of even date on thestandalone financial statements to the Members of Agro Tech Foods Limited (‘theCompany') for the year ended 31 March 2017. We report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets bywhich all fixed assets are verified every year. In our opinion the periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets. No material discrepancies were noted on such verification.

(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 asdisclosed in Note 2.9 on fixed assets to the standalone financial statements are held inthe name of the Company.

(ii) The inventories except goods-in-transit have been physically verified by theManagement during the year. In our opinion the frequency of such verification isreasonable. The discrepancies noticed on verification between the physical stocks and thebook records were not material.

(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 Companies Act 2013 (‘the Act'). Accordingly paragraph 3(iii) ofthe Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 186 of the Act with respect to theinvestments made. The Company has not granted any loans or provided any guarantees orsecurity to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with theprovisions of Section 73 to 76 of the Act and Rules framed thereunder. Accordinglyparagraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government of India for maintenance of cost recordsunder sub-section (1) of Section 148 of the Act and are of the opinion that prima faciethe prescribed accounts and records have been made and maintained.

However we have not made a detailed examination of the records.

(vii)(a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' stateinsurance Income-tax Sales-tax Service tax Duty of customs Duty of excise Valueadded tax Cess and other material statutory dues have been generally regularly depositedduring the year by the Company with the appropriate authorities though there has been aslight delay in a few cases.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' state insurance Income-tax Sales-taxService tax Duty of customs Duty of excise Value added tax Cess and other materialstatutory dues were in arrears as at 31 March 2017 for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanations given to us the following dues ofIncome tax Sales tax Service tax Duty of custom Duty of excise Value added tax andEntry tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of Dues Amount in* ( Rs. Million) Period to which the amount relates Forum Where the dispute is pending
Excise Duty 1.32 2010–2011 and 2011-2012 Central Excise and Service Tax Appellate Tribunal New Delhi
Central Excise Act 1944
Excise Duty 27.10 2009 – 2012 Central Excise and Service Tax Appellate Tribunal Bangalore
Andhra Pradesh General Sales Tax Act 1956 Sales Tax 0.10 1997 – 1998 Sales Tax Appellate Tribunal Hyderabad
Tamil Nadu Sales Tax Act 1959 Sales Tax 0.26 2002 – 2003 Assistant Commissioner (Appeals) Commercial Taxes Chennai
West Bengal Sales Tax Act 1994 Sales Tax 0.72 2001 – 2002 Sales Tax Appellate Tribunal Kolkata
West Bengal Value Added Tax Act 2003 Value Added Tax and 4.39 2009 – 2010 Appellate &Revisional Board West Bengal
and Central Sales Tax Act 1956 Central Sales Tax Commercial Taxes Kolkata
West Bengal Value Added Tax Act 2003 Value Added Tax and 3.49 Appellate &Revisional Board West Bengal
2010-2011
and Central Sales Tax Act 1956 Central Sales Tax Commercial Taxes Kolkata
Bihar Sales Tax Act 1981 Sales Tax 0.62 2001–2002 Joint Commissioner of Commercial Taxes
(Appeals) - Central Division Patna
2.26 2002 – 2003 Sales Tax Appellate Tribunal Patna
Delhi Sales Tax Act 1975 and Central Sales Sales Tax and 0.95 2003 – 2004 Additional Commissioner Commercial Taxes
Tax Act 1956 CST Delhi
1.64 2004 – 2005 Additional Commissioner Commercial Taxes
Delhi
Uttar Pradesh Sales Tax Act 1948 Sales Tax and 0.85 2003 – 2004 Deputy Commissioner Commercial Taxes
CST Ghaziabad
Uttar Pradesh Value Added Tax Act 2008 Value Added Tax 63.53 2007 – 2008 Deputy Commissioner Ghaziabad
Bombay Sales Tax Act 1958 Sales Tax 0.63 2002 – 2003 Joint Commissioner of Sales Tax (Appeals) Mumbai
Gujarat Sales Tax Act 1970 Sales Tax 0.12 1998 – 1999 Deputy Commissioner of Sales Tax (Appeals) Ahmedabad
0.12 1999 - 2000 Sales Tax Appellate Tribunal Ahmedabad
Kerala Value Added Tax Act 2005 Value Added Tax 0.94 2010 – 2011 Deputy Commissioner (Appeal) Kochin
The Rajasthan Entry Tax - Goods Act 2003 Entry Tax 36.86 2002 – 2004 Tax Board Ajmer
The Assam Value Added Tax Act 2003 Value Added Tax and 0.36 2009 – 2010 Superintendent of Taxes UNIT D Guwahati
and Central Sales Tax Act 1956 Central Sales Tax
The Rajasthan Entry Tax - Goods Act 2003 Entry Tax 99.58 2008-2009 to Tax Board Ajmer
2012-2013
Rajasthan Sales Tax Act 1954 Central Sales Tax 0.34 2001-2002 Commercial Taxes Officer Dungarpur
The Finance Act 1994 Service Tax 6.22 2010-2011 to Commissioner Appeals Hyderabad
2014-2015
The Uttarakhand VAT Act 2005 Value Added Tax 0.39 2015-2016 Joint Commissioner Appeal Dehradun
The Bihar VAT Act 2005 Value Added Tax 0.06 2013-2014 Joint Commissioner (Appeals) Bihar
The Bihar VAT Act 2005 Value Added Tax 0.25 2014-2015 Joint Commissioner (Appeals) Bihar
West Bengal Value Added Tax Act 2003 Value Added Tax and 3.51 2013-2014 Additional Commissioner of Sales Tax Kolkata
and Central Sales Tax Act 1956 Central Sales Tax
Uttar Pradesh Value Added Tax Act 2008 Value Added Tax 0.10 2014-2015 Deputy Commissioner Appeals Ghaziabad
Income-tax Act 1961 Income tax 24.16 AY 2010-2011 Income Tax Appellate Tribunal Hyderabad and
Commissioner of Income tax (Appeals) Hyderabad
Income-tax Act 1961 Income tax 28.31 AY 2011-2012 Income Tax Appellate Tribunal Hyderabad
Income-tax Act 1961 Income tax 16.59 AY 2012-2013 Income Tax Appellate Tribunal Hyderabad
*net of deposits

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to its bankers. TheCompany does not have any loan or borrowings from any financial institution or governmentnor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instrument) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has applied to the CentralGovernment of India for the approval for payment of managerial remuneration in excess oflimits as mandated by the provision of Section 197 read with Schedule V to the Act.Pending Central Government's approval the Company has accrued liability but not paid theexcess managerial remuneration.

Payment made towards managerial remuneration as at 31 March 2017 is within the limit asprescribed under Section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in Note 2.34 to the standalone financial statements asrequired under Accounting Standard (AS) 18 Related party disclosures specified underSection 133 of the Act read with rule 7 of the Companies (Accounts) Rules 2014.

(xiv) The Company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year.

Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransaction with the directors or person connected with him.

Accordingly paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable tothe Company.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration No. 116231W/W-100024
Sriram Mahalingam
Place : Hyderabad Partner
Date : 03 May 2017 Membership No: 049642

ANNEXURE- B TO THE INDEPENDENT AUDITORS' REPORT ON THE STANDALONE FINANCIAL STATEMENTS

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 Agro TechFoods Limited (‘the Company') as of 31 March 2017 in conjunction with our audit ofthe standalone 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 Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation 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 on Audit of Internal Financial Controls over Financial Reporting(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 those issued by the ICAI. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about 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 includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and directors of the Company; and

3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial 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 31 March 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 ICAI.

for B S R & Associates LLP
Chartered Accountants
ICAI Firm's Registration No. 116231W/W-100024
Sriram Mahalingam
Place : Hyderabad Partner
Date : 03 May 2017 Membership No. 049642