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Aries Agro Ltd.

BSE: 532935 Sector: Agri and agri inputs
NSE: ARIES ISIN Code: INE298I01015
BSE 10:03 | 22 May 178.05 1.50
(0.85%)
OPEN

178.00

HIGH

178.05

LOW

178.00

NSE 09:59 | 22 May 179.50 2.40
(1.36%)
OPEN

175.50

HIGH

179.95

LOW

175.00

OPEN 178.00
PREVIOUS CLOSE 176.55
VOLUME 153
52-Week high 290.15
52-Week low 128.55
P/E 14.95
Mkt Cap.(Rs cr) 231
Buy Price 178.55
Buy Qty 21.00
Sell Price 180.90
Sell Qty 77.00
OPEN 178.00
CLOSE 176.55
VOLUME 153
52-Week high 290.15
52-Week low 128.55
P/E 14.95
Mkt Cap.(Rs cr) 231
Buy Price 178.55
Buy Qty 21.00
Sell Price 180.90
Sell Qty 77.00

Aries Agro Ltd. (ARIES) - Auditors Report

Company auditors report

TO THE MEMBERS OF ARIES AGRO LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of ARIESAGRO LIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss (including other comprehensive income) andthe Statement of cash flows and statement of changes in equity for the year then endedand a summary of the significant accounting policies and other explanatory information(herein after referred to as "standalone Ind AS 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 preparationand presentation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under Section 133 of the Act read with relevant Rules issued there under.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit 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 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone Ind ASfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS:

(a) in the case of the Balance Sheet of financial position of the Company as at 31stMarch 2017;

(b) in the case of the Statement of Profit and Loss of the financial performanceincluding other comprehensive income of the Company for the year ended on that date;

(c) in the case of the Cash Flow Statement of the cash flows of the Company forthe year ended on that date; and

(d) in the case of the statement of changes in equity of the changes in equity forthe year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Sub section (11) ofSection 143 of the Act we give in the Annexure A a statement on the matters specified inparagraphs 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 thebest 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 bythe Company so far as it appears from our examination of those books [and proper returnsadequate for the purposes of our audit have been received from the branches not visited byus];

(c) and Loss the TheBalance Sheet the Statement of Profit Cash Flow Statementand the statement of changes in equity dealt with by this Report are in agreement with thebooks of account;

(d) In our opinion the Balance Sheet the Statement of Profit and Loss the CashFlow Statement and the statement of changes in equity comply with the AccountingStandards specified under Section 133 of the Act read with relevant Rule issued thereunder;

(e) On the basis of the written representations received from the directors as on31st March 2017 taken on record by the Board of Directors none of thedirectors are disqualified as on 31st March 2017 from being appointed as adirector in terms of Section 164(2) of the Act;

(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 on its financialposition in its standalone Ind AS financial statements as referred to in the notes toaccounts of these standalone Ind AS 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; and

iv. The Company has provided requisite disclosures in its standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are in accordance with the books ofaccounts maintained by the Company as referred to in the notes to accounts of thesestandalone Ind AS financial statements.

For Kirti D. Shah & Associates
Chartered Accountants
Firm Registration No. 115133W
Kirti D. Shah
Proprietor
Membership No. 032371
Place : Mumbai
Date : 30th May2017

ANNEXURE- A TO INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the standalone Ind AS financial statements for the year ended 31stMarch 2017 we report that:

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

(b) These fixed assets were physically verified by the management at reasonableintervals. We have been informed that no material discrepancies were noticed on suchphysical verification.

(c) According to the information and explanation 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. According to the information and explanations provided to us the stock ofinventory has been physically verified during the period by the management at reasonableintervals. No material discrepancies were noticed on physical verificationof stocks ascompared to book records.

iii. The Company has granted loans to five (subsidiaries) covered in the Registermaintained under Section 189 of the Act 2013

(a) As per information and explanation provided to us the rate of interest andother terms and conditions on which the loans granted by the Company to the bodiescorporate listed in the register maintained under section 189 of the Act were not primafacie prejudicial to the interest of the company.

(b) As per information and explanation provided to us in the case of loans grantedby the company to the bodies corporate listed in the register maintained under section 189of the Act the borrowers have been regular in the payment of principal and interest asstipulated wherever applicable.

(c) As per the information given by the management there are no overdue amounts inrespect of the loans granted to the bodies corporate listed in the register maintainedunder section 189 of the Act.

iv. In our opinion and according to the information and explanations given to usthe company has complied with the provisions of section 185 and 186 of the Act withrespect to the loans investments made.

v. According to the information and explanations provided by the company TheCompany has not accepted deposits from the public.

vi. The Company has appointed a cost accountant firm to carry out the Cost Audit.We have reviewed the cost records maintained by the Company pursuant to the Companies(Cost Accounting Records) Rules 2014 prescribed by the Central Government under section148 (1) of the Companies Act 2013 and are of the opinion that prima facie the prescribedcost records have been maintained. We have however not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete

vii. (a) According to the information and explanations given to us and the recordsof the company examined by us in our opinion the company is generally regular indepositing statutory dues including Provident Fund Employee State Insurance Income TaxSales Tax Service Tax Custom Duty Excise Duty Value Added Tax Cess and any othermaterial statutory dues except occasional/ minor delays.

As per the information given by the management and apparent from the records theundisputed liabilities as on 31st March 2017 is for a period exceeding six months from thedate of it becoming payable is NIL.

(b) Details of disputed liability in respect of tax dues on account of Income TaxSales Tax Service Tax Custom Duty Excise Duty Value Added Tax Cess together with thestatus and the Forum before which such dispute is pending as on 31st March 2017 is as perAnnexure I.

viii. The company has not defaulted in repayment of loans or borrowing to afinancial institution banks or Government. The companies Company has not obtained anyborrowings by way of issue of debentures.

ix. According to the information and explanation provided to us the company didnot raise any money by way of initial public offering or further public offer (includingdebt instruments). The company has taken term loans which have been utilized for thepurpose for which such loans were obtained.

x. During the course of our examination of books and records of the companycarried out in accordance with 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 we have been informed of any such case by themanagement.

xi. According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid/provided for managerialremuneration in accordance with the requisites approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to usthe company is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

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 sections 177 and 188 of the Act wherever applicable and details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

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 non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.

For Kirti D. Shah & Associates
Chartered Accountants
Firm Registration No. 115133W
Kirti D. Shah
Proprietor
Membership No. 032371
Place : Mumbai
Date : 30th May2017

Annexure I to Clause vii(b) of Auditor's Report

Details of disputed statutory dues outstanding as on 31st March 2017

Nature of Dues Period to which payment relates Forum where the dispute is pending Particulars of Dispute Tax Outstanding Rs.
Sales Tax (Lucknow) 2013-14 Additional Commissioner- Grade II (Appeals) Commercial tax Lucknow(U.P.) Disallowance of legitimate claim of goods return and levied VAT on Branch transfer and incorrect enhancement of sales turnover. 1308936
Total 1308936
Income Tax 2006-07 Income Tax Appellate Tribunal Disallowance of Notional Interest on Advances given 441660
Income Tax 2008-09 Commissioner of Income Tax (Appeals) XXII Mumbai Disallowance of deduction u/s 14A. and Disallowance u/s 35D 3040640
Income Tax 2009-10 Commissioner of Income Tax (Appeals) XXII Mumbai Disallowance of deduction u/s 35D. 2592730
Income Tax 2010-11 Commissioner of Income Tax (Appeals) XXI Mumbai Disallowance of deduction u/s 35D. 2698410
Income Tax 2012-13 Income Tax Appellate Tribunal Mumbai (1) Transfer Pricing adjustment
(2) Disallowance of deduction u/s 35D 21274249
(3) Disallowance u/s 2(24)(x) r.w.s 36(1)(va)
Income Tax 2013-14 Dispute Resolution Panel – I Mumbai (1) Transfer Pricing adjustment 8225568
Total 38273257
Central Excise & Customs 2011-12 & 2012- 13 Central Excise & Service Tax Appellate Tribunal (CESTAT) Classification of Goods Imported 2991582
Central Excise & Customs March 2011 to October 2012 Central Excise & Service Tax Appellate Tribunal (CESTAT) Classification of Goods Manufactured 38104558 + 38104558(Penalty)
Total 79200698

ANNEXURE "B" to the Independent Auditor's Report

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 AriesAgro Limited ("the Company") as of 31 March 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat 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 Companies Act 2013.

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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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 Ind AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficientand 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 Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the Ind ASfinancial 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 2016 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 of Internal Financial Controls Over Financial Reporting issuedby the Institute of Chartered Accountants of India.

For Kirti D. Shah & Associates
Chartered Accountants
Firm Registration No. 115133W
Kirti D. Shah
Proprietor
Membership No. 032371
Place : Mumbai
Date : 30th May2017