The Members of
OCEAN AGRO (INDIA) LIMITED
1. We have audited the accompanying financial statements of Ocean Agro(India) Limited (the Company) which comprise the balance sheet as at 31March 2015 the statement of profit and loss and the cash flow statement for the year thenended and a summary of significant accounting policies and other explanatory information.
2. Management's Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134 (5) of the Companies Act 2013 ("the Act") with respect to the preparationof these 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 estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring 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 error.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We conducted our audit in accordance with the standards on auditingspecified under section 143(10) of the act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement. An audit involvesperforming procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error. In making those risk assessments the auditor considers internalcontrol relevant to the Company's preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstancesbut not for the purpose of expressing an opinion on the effectiveness of the entitysinternal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management aswell as evaluating the overall presentation of the financial statements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
4. Qualified Opinion
As confirmed by the company they have carried out investigation in respect of oldoutstanding debtors through a management team and taken incentive steps to recover oldoutstanding debtors and reviving those customers by supply of goods to them. Pursuant toscheme and work carried out by the company they hope to recover old outstanding dues fromold debtors and therefore after a detailed analytical review of recovering the same aprovision of Rs. 165 lacs (approx) would be required required to be made out of whichRs.65 lacs is provided as provision of bad and doubtful debts during the year. Companyintends to provide Rs.100 lacs in phased manner of 2 years with a constant review ofdebtors provision. To that extent Rs. 100 lacs remains unprovided. A sum of Rs.87.50lacs is written off as bad debts out of accumulated provision of Rs. 106.01 lacs leavingbalance of Rs. 18.50 lacs.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Qualified opinionparagraph the financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in india:
(I) in the case of the balance sheet of the state of affairs of the Company as at 31March 2015;
(ii) in the case of the statement of profit and loss of the profit for the year endedon that date; and
(iii) in the case of the cash flow statement of the cash flows for the year ended onthat date.
5. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2015' issued by theCentral Government of India in terms of Section 143(11) of the Act (hereinafter referredto as the "Order") and on the basis of such checks of the books and records ofthe Company as we considered appropriate and according to the information and explanationsgiven to us we give in the Annexure a Statement on the matters specified in paragraphs 3and 4 of the Order.
2. As required by section 143(3) of the Act we report that:
a. We have obtained all the information and explanations which to the best of ourknowledge 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 from our examination of those books;
c. The balance sheet statement of profit and loss and cash flow statement dealt withby 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 and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2015 from being appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and 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 financial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
iii. The Company is not required to transfer amount to investor education andprotection fund.
| ||For AmbalaI M.Shah&Co. |
| ||Chartered Accountants |
|Place: Vadodara ||CA.AshokA. Jain |
|Date : 28th May 2015 ||Partner |
| ||M. No. 030389 |
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in our report to the members of Ocean Agro ( India ) Limited(the Company) for the year ended 31 March 2015. We report that:
I In respect of its fixed assets:
a) The Company has maintained records that show full particulars including quantitativedetails and situation of fixed assets.
b) As explained to us the fixed assets have been physically verified by the managementperiodically. No material discrepancies were noticed on such physical verification.
c) Fixed assets disposed off during the year were not substantial and therefore donot affect the going concern assumption.
II a) As explained to us the inventories have been physically verified at reasonableintervals by the management during the year. In respect of substantial portion of thestock lying with agents Certificates containing details of the stock have been received.
b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventory followed by the management are reasonableand adequate as regards the size of the company and the nature of its business.
c) In our opinion and according to the information and explanations given to us thecompany is maintaining proper records of its inventories and no material discrepancieswere noticed on physical verification.
III in respect of loans secured or unsecured the company has granted advances forbusiness to a company firms and other parties covered in the register maintained undersection 189 of the act. The total of the year end balance was Rs. 219667747 Credit.
IV In our opinion and according to the information and explanations given to us thereis adequate internal control procedure commensurate with the size of the company and thenature of its business with regard to purchases of inventories and fixed assets and withregards to the sale of goods. During the course of our audit we have not observed anymajor weaknesses in internal controls. Some of the items purchased are of proprietarynature and suitable alternative sources do not exist for obtaining comparable quotation.
V The Company has not accepted any deposits from the public.
VI The Central Government of India has prescribed the maintenance of cost records underSection 148(1) of the Act
VII In respect of statutory dues:
a) Undisputed statutory dues including provident fund employees state insuranceincome tax sales tax wealth tax service tax duty of customs duty of excise valueadded tax cess and others as applicable have generally been regularly deposited with theappropriate authorities. There are no undisputed amounts payable in respect of foresaiddues outstanding as at 31 March 2015 for a period of more than six months from the datethey became payable.
b) In respect of disputed statutory dues the following matter are pending with variousappellate authorities.
|. Year ||Liability ||Amount Rs. ||Status |
|1 AY2000-2001 ||Income Tax ||719311 ||Appeal pending with High Court. Ahmedabad |
|2 AY2007 - 2008 ||C.S.T ||275804 ||Appeal pending with Commercial Tax Officer Ghatak (II) Vaodara. |
c) The Company is not required to transfer amount to investor education and protectionfund.
VII The accumulated losses of the company are not more than 50% of its net worth andhas not incurred cash losses during the year covered by our audit and the immediatelypreceding financial year.
IX The Company has not defaulted in repayment of dues to banks and financialinstitutions during the year. The Company has not issued any debentures during the year.
X According to information and explanations given to us the Company has not given anyguarantee for loans taken by subdiaries and others from Banks or Financial Institutions.
XI The Company has raised term loans during the year which have been applied for thepurpose for which they were raised.
XII Based on the audit procedures performed and according to the information andexplanations given to us we report that no fraud on or by the Company has been noticed orreported during the year.
| ||For AmbalaI M.Shah&Co. |
| ||Chartered Accountants |
|Place: Vadodara ||CA.Ashok A. Jain |
|Date : 28th May 2015 ||Partner |
| ||M. No.030389 |