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Hindustan Foods Ltd.

BSE: 519126 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE254N01018
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OPEN 311.00
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VOLUME 55
52-Week high 357.50
52-Week low 142.00
P/E 114.39
Mkt Cap.(Rs cr) 403
Buy Price 300.10
Buy Qty 75.00
Sell Price 326.00
Sell Qty 17.00
OPEN 311.00
CLOSE 310.00
VOLUME 55
52-Week high 357.50
52-Week low 142.00
P/E 114.39
Mkt Cap.(Rs cr) 403
Buy Price 300.10
Buy Qty 75.00
Sell Price 326.00
Sell Qty 17.00

Hindustan Foods Ltd. (HINDFOODS) - Auditors Report

Company auditors report

To

The Members of

Hindustan Foods Limited

1. REPORT ON THE FINANCIAL STATEMENTS

We have audited the attached Balance Sheet of M/s. Hindustan Foods Limited (‘theCompany’) which comprises the Balance Sheet as at 31st March 2017 the Statement ofProfit and Loss and the Cash Flow Statement for the then year ended and a summary of thesignificant accounting policies and other explanatory information.

2. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters in section 134(5)of the Companies Act 2013 (the Act) with respect to the preparation of these financialstatements that give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct read with rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes the maintenance of adequate accounting records in accordance with the provisionof the Act for safeguarding of the assets of the Company and for preventing and detectingthe frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of internal financial control that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

3. AUDITOR’S 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 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 ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by Company’s Directors as well as evaluating the overallpresentation of the financial statements.

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

4. 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;

a) In the case of the Balance Sheet of the state of afiairs of the Company as at March31 2017;

b) In the case of the Statement of Profit and Loss of the Profit for the year ended onthat date; and

c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

f) With respect of 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 A’. Our Report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company’s internal financial controlsover financial reporting.

g) With respect to the other matters included in the Auditor’s Report and to ourbest of our information and according to the explanations given to us :

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

As required by the Companies (Auditor’s Report) Order 2016 (‘theorder") issued by the Central Government in terms of sub-section (11) of Section 143of the Act we give in ‘Annexure B’ a statement on the matters specified inparagraphs 3 and 4 of the Order.

For R. SUNDARARAMAN & CO.
Chartered Accountants
Registration No : 004219S
S. SRIRAM
Place: Panaji Partner
Date: May 22 2017 Membership No.: 202813

Annexure "A" to the Independent Auditor’s Report

Referred to in Paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements’ of our Report of even date

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE fiIfi OF SUB SECTION 3 OFSECTION 143 OF THE COMPANIES ACT 2013 fi"THE ACT"fi

We have audited the internal financial controls over financial reporting of HINDUSTANFOODS LIMITED ("the Company") as of March 31 2017 in conjunction with our auditof the 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and eficient conduct of its businessincluding 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 Companies Act 2013.

AUDITOR’S 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 aspects.

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 suficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of 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 financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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.

I NHE RENT 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 R. SUNDARARAMAN & CO.
Chartered Accountants
Registration No : 004219S
S. SRIRAM
Place: Panaji Partner
Date: May 22 2017 Membership No.: 202813

Annexure "B" to the Independent Auditor’s Report

Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" Section of our report of even date

1) In respect of fixed assets : a) The Company has maintained proper records showingfull particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year naccordance with the regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.

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

2) In respect of inventories : a) As explained to us the stock of inventory has beenphysically verified by the management at the close of the year.

b) In our opinion the procedures followed by the management for physical verificationof inventories are reasonable and adequate in relation to the size of the Company and thenature of business.

c) The Company has maintained proper records of inventories. As explained to us thediscrepancies noticed between physical verification of stocks and book records were notmaterial and the same have been properly dealt with in the books of account.

3) The Company has not granted loans secured or unsecured to companies firms or otherparties covered in the register maintained under Section 189 of the Companies Act 2013.

4) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of grant of loans making investments and providing guarantees and securitiesas applicable.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the rules framed there under are notapplicable to the Company.

6) We were informed that the Central Government has not prescribed the maintenance ofcost records under sub section (1) of Section 148 of the Companies Act 2013 in respectof the activities carried on by the Company.

7) In respect of statutory dues : a) The Company is generally regular in depositingwith appropriate authorities undisputed statutory dues including provident fundemployees’ state insurance sales tax custom duty excise duty cess service taxand other material statutory dues applicable to it.

b) According to the information and explanations given to us no undisputed amountspayable in respect of sales tax custom duty excise duty service tax and cess were inarrears as at 31st March 2017 for a period of more than six months from the date theybecame payable.

c) According to the information and explanations given to us there are no dues ofsales tax custom duty excise duty service tax and cess which have not been depositedon account of any dispute.

8) According to the information and explanations given and the records examined by usthe Company does not have any borrowings from financial institutions banks Government ordebenture holders.

9) As per the records of the Company and information and explanations given to us theCompany has not raised any money by way of initial public ofier or further public ofier(including debt instruments). The Company has also not taken any term loans.

10) In our opinion and according to the information and explanations given to us nofraud on or by the Company has been noticed or reported during the course of our auditthat causes the financial statements to be materially misstated.

11) No managerial remuneration has been paid or provided by the Company during theyear.

12) The Company is not a Nidhi Company and therefore the provisions of clause xii ofCompanies (Auditor’s Report) Order 2016 are not applicable.

13) The transactions with the related parties are in compliance with sections 177 and188 of the Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards.

14) The Company has made preferential allotment of 7920000 Equity Shares of H10/-each at a premium of H30/- per share aggregating H3197 lacs with prior

approval from Bombay Stock Exchange and in accordance with SEBI (Issue of Capital andDisclosure Requirement) Regulations 2009 during the year under review.

15) The Company has not entered in to any non cash transactions with directors orpersons connected with him and therefore the provisions of clause xv of Companies(Auditor’s Report) Order 2016 are not applicable.

16) The Company is not required to be registered under Section 45-IA if the ReserveBank of India Act 1934 and therefore the provisions of clause xvi of Companies (AuditorsReport) Order 2016 are not applicable.

For R. SUNDARARAMAN & CO.

Chartered Accountants

Registration No : 004219S
S. SRIRAM
Place: Panaji

Partner

Date: May 22 2017 Membership No.: 202813