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Heritage Foods Ltd.

BSE: 519552 Sector: Agri and agri inputs
NSE: HERITGFOOD ISIN Code: INE978A01019
BSE LIVE 15:40 | 21 Aug 1290.45 -11.85
(-0.91%)
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HIGH

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NSE 15:31 | 21 Aug 1290.85 -11.80
(-0.91%)
OPEN

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HIGH

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OPEN 1294.55
PREVIOUS CLOSE 1302.30
VOLUME 894
52-Week high 1355.00
52-Week low 646.50
P/E 51.64
Mkt Cap.(Rs cr) 2,994
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1294.55
CLOSE 1302.30
VOLUME 894
52-Week high 1355.00
52-Week low 646.50
P/E 51.64
Mkt Cap.(Rs cr) 2,994
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Heritage Foods Ltd. (HERITGFOOD) - Auditors Report

Company auditors report

To

The Members of HERITAGE FOODS LIMITED

(Formerly known as Heritage Foods (India) Limited)

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Heritage FoodsLimited ('the Company') which comprise the balance sheet as at 31 March 2016 thestatement of profit and loss and the cash flow statement for the year then nded and asummary of significant accounting policies and other xplanatory information.

Management's Responsibility for the Standalone Financial Statement

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 standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and stimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating ffectively for nsuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or rror.

Auditor's Responsibility

Our responsibility is to xpress 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 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 thical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit vidence 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 rror. 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 valuating theappropriateness of the accounting policies used and the reasonableness of the accountingstimates made by the Company's Directors as well as valuating the overall presentation ofthe financial statements.

We believe that the audit vidence 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 xplanationsgiven 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 2016 and its profit and its cash flows for the year nded 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 matters specified in the paragraph3 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 xplanations 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 xamination 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 the written representations received from the directors as on March312016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 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 ffectiveness 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 xplanations given to us:

i. the company does not have any pending litigations which would impact its financialposition xcept as listed in the notes to accounts (note: 30)

ii. the Company did not have any material foreseeable losses on long-term contractsincluding derivative contracts.

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

For Raju and Prasad
Chartered Accountants
FRN:003475S
I Dileep Kumar
Date : May 23 2016 Partner
Place : Hyderabad M.No:223943

Annexure - A to the Auditors' Report

The Annexure referred to in our Report of ven date to the members of Heritage FoodsLimited on the accounts of the company for the year nded March 31 2016.

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) These fixed assets have been physically verified by the management during the yearand discrepancies noticed on such verification have been properly dealt with in the booksof account. In our opinion the frequency of verification is reasonable having regard tothe size of the company and the nature of the assets

c) The title deeds of immovable properties are held in the name of the company.

ii. The inventory has been physically verified during the year by the management. Inour opinion the frequency of verification is reasonable. Also discrepancies noticed onsuch verification have been properly dealt with in the books of accounts.

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.

iv. In respect of loans investments guarantees and security provisions of section185 and 186 of the Companies Act 2013 have been complied with.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 to76 of the Act and the rules framed there under to the xtent notified.

vi. We have broadly reviewed the books of account maintained by the Company in respectof products where pursuant to the rules made by the Central Government of India themaintenance of cost records has been specified under sub-section (1) of Section 148 of theAct and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. We have not however made a detailed xamination of the recordswith a view to determine whether they are accurate or complete.

vii. (a) The company is regular in depositing undisputed

statutory dues including Provident Fund mployees' State Insurance Income Tax SalesTax Service Tax Duty of Customs Duty of xcise Value Added Tax Cess and any otherstatutory dues with the appropriate authorities. There are no undisputed statutory duesoutstanding for more than six months as on 31.3.2016.

b) According to the information and xplanations given to us following are the disputeddues relating to sales tax which have not been deposited as at 31st march 2016:

Nature of Statue Nature of Dispute Amount (Rs. in lakhs) Period to which the amounts relate (A.Y) Forum where the dispute is pending
A.P.G.S.T ACT 1957 Levy of purchase tax onpurchase of milk 83.75 2001-02 High Court of TG and AP
C.S.T ACT Levy of purchase tax on purchase of milk 37.34 2002-03 High Court of TG and AP
C.S.T ACT Levy of purchase tax on purchase of milk 1.42 1998-99 High Court of TG and AP
AP VAT Input tax credit disallowance and others 2.49 2008-09 High Court of TG and AP
TN VAT Act Input tax credit disallowed 24.38 2013-14 CTO

viii. The Company has not defaulted in repayment of dues to any bank as at the balancesheet date.

ix. The company has not raised any money by way of initial public offer or furtherpublic offer (Including debt instruments). Further the term loans taken by the Companywere applied for the purpose for which they were obtained.

x. According to the information and xplanations given to us no material fraud by theCompany or on the Company by its officers or mployees has been noticed or reported duringthe course of our audit.

xi. According to the information and xplanations give to us and based on our xaminationof the records of the Company the Company has paid/provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

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

xiii. According to the information and xplanations given to us and based on ourxamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and xplanations given to us and based on ourxamination 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.Accordingly paragraph 3(xiv) of the Order is not applicable.

xv. According to the information and xplanations given to us and based on ourxamination of the records of the Company the Company has not ntered into noncashtransactions 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 the ReserveBank of India Act 1934.

For Raju and Prasad
Chartered Accountants
FRN: 003475S
I Dileep Kumar
Date : May 23 2016 Partner
Place : Hyderabad M.No:223943

Annexure - B to the Auditors' 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 HeritageFoods Limited ("the Company") as of 31 March 2016 in conjunction with our auditof the standalone financial statements of the Company for the year nded on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for stablishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriastablished by the Company considering the ssential 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 responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating ffectively for nsuring the orderly andfficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and rrors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to xpress an opinion on the Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance 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 Companies Act2013 to the xtent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with thical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was stablished and maintained and if suchcontrols operated ffectively in all material respects.

Our audit involves performing procedures to obtain audit vidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingffectiveness. 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 xists and testing and valuating the designand operating ffectiveness 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 rror.

We believe that the audit vidence 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 xternal 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 xpenditures 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 useor disposition of the company's assets that could have amaterial ffect 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 rror or fraud may occur and not be detected. Alsoprojections of any valuation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree 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 ffectively as at 31 March 2016 based on theinternal control over financial reporting criteria stablished by the Company consideringthe ssential 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 Raju and Prasad
Chartered Accountants
FRN:003475S
I Dileep Kumar
Date : May 23 2016 Partner
Place : Hyderabad M.No:223943