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Madhya Bharat Agro Products Ltd.

BSE: 538370 Sector: Agri and agri inputs
NSE: MBAPL ISIN Code: INE900L01010
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Madhya Bharat Agro Products Ltd. (MBAPL) - Auditors Report

Company auditors report

To

The Members

Madhya Bharat Agro Products Limited

Bhilwara

Report on the Financial Statements

We have audited the accompanying financial statements of MADHYA BHARAT AGRO PRODUCTSLIMITED which comprise the Balance Sheet as at 31 ** March 2016 and theStatement of Profit and Loss and Cash Flow Statement for the year ended and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 with respect to the preparation of these financial statements thatgive a true and fair view of the financial position financial performance and cash flowsof the Company in accordance with the Accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014.This responsibility also includes themaintenance of adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting the frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenances of internal financial control that were operating effectively for ensuringthe accuracy 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 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 performingprocedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the financial statements thatgive true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by Company'sDirectors as well as evaluating the overall presentation of the financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements.

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 affairs of the Company as at 31 *March 2016.

b) In the case of the statement of Profit and Loss of the profit for the yearended on that date; and

Report on Other Legal and Regulatory Requirements

1. 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 purpose of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears fror- ou examination of those books.

c) The Balance Sheet the Statement of Profit and Loss dealt with by this Report are inagreement with the boots a account.

d) In our opinion the aforesaid financial statement comply with the AccountingStandards specified under Section '32 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 31st March2016 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31** March 2016 from being appointed as a director in terms of section 164(2) ofthe Act.

f) With respect to the other matters included in the Auditor's Report and to our bestof our information and accoring 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 ary material foreseeable losses;

iii. There were no amounts which required to be transferred to the Investor Educationand Protection Fund by the Company;

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of lia in terms of sub-section (11) of section143 of the Act we give in the Annexure a statement on the matters specified in paragraphs3 and 4 of the Order.

For M/s. Ashok Kanther & Associates
Chartered Accountants
FRN 050014C
Sd/- .
Place : Bhilwara (Raj.) CA. Ashok Kanther
(Partner)
Date : 18/04/2016 M.No. 043571

ANNEXURE TO THE AUDITORS' REPORT

(Refurred to in our report of even date)

Annexure referred to in Point 2 of the Auditor's Report of even date to the members ofMadhya Bharat Agro Products Limited for the year ended 31st March 2016.

On the basis of such checks as considered appropriate and in terms of the informationand explanation given to us we state as under:

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

(b) As per the information and explanation given to us fixed assets have beenphysically verified by the management at reasonable intervals; no material discrepancieswere noticed on such verification.

(c) As per the information given to us the title deeds of the immovable properties areheld in the name of the company.

(ii) As per the information and explanation given to us the inventories have beenphysically verified during the year by the management at reasonable intervals. No materialdiscrepancy was noticed on such verification.

(iii) As per the information and explanation given to us and on the basis of ourexamination of the books of account the company has not granted loans to any partiescovered in the register maintained under section 189 of the Companies Act 2013. Thusclause iii (a) iii (b) iii (c) are not applicable.

(iv) In our opinion and according to the information and explanations given to us inrespect of loans investments guarantees and security the provisions of section 185 andI86 of the Companies Act 2013 has been complied with by the company.

(v) In our opinion and as per the information and explanations given to us and on thebasis of our examination of the books of account the company has not accepted anydeposits covered under section 73 of the Companies Act 2013.

(vi) As per information & explanation given by the management maintenance of costrecords has been prescribed by the Central Government under sub-section (1) of section 148of the Companies Act 2013 and we are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.

(vii) (a) According to the information and explanations given to us and the recordsexamined by us the company is generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income-tax sales-tax wealth-taxservice tax duty of custom duty of excise value added tax cess and any other statutorydues with appropriate authorities wherever applicable. According to the information andexplanations given to us no undisputed arrears of statutory dues were outstanding as at31st March 2016 for a period of more than 6 months from the date they became due.

(b) According to the record of the company there is no amounts payable in respect ofincome tax or sales-tax or wealth tax or service tax or duty of customs or duty of exciseor value added tax or cess which have not been deposited on account of any disputesexcept below:-

S. No. Particulars Rs. Remarks
1. Demand raised by commercial tax department for Entry tax for the F.Y. 2012- 13. 371718/- Appeal made to Appellate authority APP DC Sagar Division

(viii) Based on our audit procedures and the information and explanations given by themanagement we are of the opinion that the company has not defaulted in repayment of duesto financial institutions or banks or government. There are no debenture holders of thecompany.

(ix) According to the record of the company during the year no money has been raisedby the company by way of initial public offer or further public offer and term loansexcept a term loan of Rs. 15.00 Cr. (disbursed against sanctioned amount of Rs. 30.00Cr.). The loan has been utilized for the purpose for which it has been sanctioned.

(x) Based on our audit procedures performed and on the information and explanationsgiven to us we have neither came across any instances of fraud on or by the companynoticed or reported during the year nor we have been informed for such case by themanagement.

(xi) According to the records of the company and on the basis of information andexplanation given to us we are of the opinion that the managerial remuneration has beenpaid or provided in accordance with the requisite approvals mandated by the provision ofsection 197 read with schedule V to the Companies Act.

(xii) In our opinion the Company is not a nidhi. Therefore clause 12 of the Companies{Auditor's Report) order 2016 is not applicable to the Company.

(xiii) In our opinion and according to the record of the company all transactions withthe related parties are in compliance with section 177 and 188 of Companies Act 2013where applicable and the details have been disclosed in the Financial Statements etc. asrequired by the applicable accounting standards.

(xiv) According to the record of the company the company has not made any preferentialallotment or fully or partly convertibles debentures during the year. Company has madeprivate placements of shares during the year in compliance of section 42 of Companies Act2013 and amount raised has been utilized for the purpose for which it has been raised.

(xv) According to the information and explanations given to us and the records examinedby us the company has not entered into any non-cash transactions with directors or personsconnected with him.

(xvi) According to the record of the company the company is not required to beregistered under section 45 IA of the Reserve Bank of India Act 1934.

For M/s. Ashok Kanther & Associates
Chartered Accountants
FRN 050014C
Sd/-
Place : Bhilwara (Raj.) CA. Ashok Kanther
(Partner)
Date : 18/04/2016 M.No. 043571