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Asian Fertilizers Ltd.

BSE: 524695 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: N.A.
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Asian Fertilizers Ltd. (ASIANFERTILIZER) - Auditors Report

Company auditors report

To the Members of Asian Fertilizers Limited Report on the Financial Statements

We have audited the accompanying financial statements of Asian Fertilizers Limited("the Company") which comprise the Balance Sheet as at 31st March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the 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 ofthese 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 provisions of the Act for safeguarding the assets of the Company and for preventingand detecting 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers 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 the 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 financial statements.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 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 and on the basis of such checks of the books and records of the company as weconsidered appropriate and according to information and explanations given to us we givein 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 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 of 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B";

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 36.1 to thefinancial statements;

ii. In our opinion and as per the information and explanations provided to us thecompany has not entered into any long term contracts including derivative contractsrequiring provision under applicable laws or accounting standards for materialforeseeable losses; and

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 had provided requisite disclosure in its financial statements as toholding as well as dealings in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016 and these are in accordance with the booksof accounts maintained by the company. (Refer Note No. 48 to the financial statements).

For KAPOOR TANDON & CO.
Chartered Accountants
Firm Reg. No. 000952C
Sd/-
(R P Gupta)
Place: New Delhi Partner
20/05/2017 M. No.070904

Annexure A to the Auditors' Report

(Referred to in paragraph 1 of our report of even date on the financial statements forthe financial year ended 31st March 2017 of Asian Fertilizers Limited)

In terms of the information and explanations given to us and also on the basis of suchchecks as we considered appropriate we state that:

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

(b) All the fixed assets have not been physically verified by the management during theyear but there is regular program of physical verification which in our opinion isreasonable having regard to the size of the Company and the nature of fixed assets. Nomaterial discrepancies have been noticed in respect of the assets physically verifiedduring the year.

(c) Title Deeds of immoveable properties are held in the name of the company.

ii. The inventories of the Company have been physically verified by the management atregular interval during the year. In our opinion the frequency of verification isreasonable. As explained to us the discrepancies noticed on verification were notmaterial in relation to the operations of the Company.

iii. The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships or other parties listed in the register maintained underSection 189 of the Companies Act 2013 (theAct). Hence paragraph 3(iii) of the Order isnot applicable.

iv. The company has not granted any loan guarantee or security where provisions ofsection 185 of theAct are applicable. The company has complied with the provisions ofSection 186 of the Act in respect of Investments made during the year and demand Loansgranted in earlier years.

v. In our opinion the Company has not accepted any deposit during the year within themeaning of Section 73 to Section 76 of the Companies Act 2013 (the Act) read with theRules framed there under. Hence paragraph 3(v) of the Order is not applicable.

vi. We have broadly reviewed the books of account and records maintained by the Companypursuant to the Rules framed by the Central Government for the maintenance of cost recordsunder subsection (1) of Section 148 of the Companies Act 2013 and are of the opinionthat prima facie the prescribed records have been made and maintained. We have nothowever made a detailed examination of the said accounts and records with a view todetermine whether they are accurate or complete.

vii. (a) According to the books and records produced and examined by us the Company isgenerally regular in depositing undisputed Statutory dues including Provident FundEmployees' State Insurance Income Tax Sales Tax Service Tax Duty of Customs Duty ofExcise Value Added Tax Cess and other material statutory dues as applicable with theappropriate authorities and no undisputed amount payable in respect of aforesaid statutorydues were outstanding as at 31st March 2017 for a period of more than sixmonths from the date they become payable.

(b) According to the information and explanations given to us there are no dues ofIncome Tax Sales Tax Service Tax Duty of Customs Duty of Excise and Value Added Taxwhich have not been deposited on account of any dispute except mentioned as below:

Name of the Statute Nature of the dues Amount (Rs. in Lacs) Year(s) to which relates Forum where pending
The Central Excise Act 1944 Penalty 5.00 2003-04 CESTAT New Delhi

viii. The company has not defaulted in repayment of loans or borrowings to a financial

.

ix. The company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. In our opinion the term loanshave been applied for the purposes for which they were raised.

x. Based on the audit procedures performed and according to the information andexplanations given to us no material fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

xi. In our opinion the managerial remuneration paid or provided by the company is inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

xii. The company is not a "Nidhi Company"; hence paragraph 3(xii) the Orderis not applicable.

xiii. In our opinion transactions with the related parties are in compliance withsection 177 and 188 of Act where applicable and the details of such transactions have beendisclosed in the Financial Statements as required by the applicable accounting standards.

xiv. The company has not made preferential allotment or private placement of shares orfully or partly convertible debentures during the year under review. Hence paragraph3(xiv) the Order is not applicable.

xv. In our opinion the company has not entered into any non cash transactions withdirectors or persons connected with him. Hence paragraph 3(xv) the Order is notapplicable.

xvi. In our opinion the company is not required to be registered under Section 45 IAof the Reserve Bank of India Act 1934.

For KAPOOR TANDON & CO.
Chartered Accountants
Firm Reg. No. 000952C
Sd/-
(R P Gupta)
Place: NewDelhi Partner
20/05/2017 M. No.070904

Annexure B to the Auditors' Report

(Referred to in paragraph 2(f) of our report of even date on the financial statementsfor the financial year ended 31st March 2017 of Asian Fertilizers Limited)

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 AsianFertilizers Limited ("the Company") as of 31st March 2017 inconjunction with our audit of the financial statements of the Company for the year endedon 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 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 ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 judgement 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 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For KAPOOR TANDON & CO.
Chartered Accountants
Firm Reg. No. 000952C
Sd/-
(R P Gupta)
Place: NewDelhi Partner
20/05/2017 M. No.070904