To the members of Oswal Agro Mills Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Oswal Agro Mills Limited("the Company") which comprises the Balance Sheet as at March 31 2015 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Managements Responsibility for the Standalone 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 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) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of 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 materialmisstatements whether due to fraud or error.
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 theauditors 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 Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by Companys Directors as wellas evaluating the overall presentation of 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 standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven 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 March 31 2015 and its profit and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the matters in the Notes to financial statements:
The company is in the process of obtaining the shareholders approval for theremuneration of Rs 1918.23 thousand referred to in Note No. 2.27 paid to CEO andDirector in the ensuing annual general meeting.
The company is in the process of appointing Independent Directors and regularizing itsCommittees and Composition of Board refer Note No. 2.34(ii) to the financial statements.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order 2015 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.
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 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 theaforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. e. Onthe basis of written representations received from the directors as on March 31 2015taken on record by the Board of Directors none of the directors is disqualified as onMarch 31 2015 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 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 financialposition in its financial statements Refer Note 2.26 to the financial statements;
ii. The Company did not have any long-term contracts including derivative 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 in accordance with the relevant provisions of the CompaniesAct1956 (1 of 1956) and rules made thereunder.
For T.R. Chadha & Co.
(Firm Registration No. 006711N)
Membership Number: 082982
Place : New Delhi
Date : May 28 2015
ANNEXURE TO INDEPENDENT AUDITORS' REPORT
[Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements section of our report of even date]
1. In respect of the fixed assets of the Company :
(a) The Company is maintaining proper records (other than furniture & fixtures forclosed units) showing full particulars including quantitative details and situation offixed assets.
(b) The management has physically verified the fixed assets (other than furniture &fixtures for closed units) at reasonable intervals. No material discrepancies were noticedon such verification.
2. In respect of the inventories of the Company:
(a) As explained to us inventories have been physically verified by the management atregular intervals. In our opinion the frequency of such physical verification isreasonable.
(b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.
(c) In our opinion and according to the information and explanations given to us theCompany is maintaining proper records of inventory. No material discrepancies were noticedon physical verification of the same.
3. The Company has not granted any loans secured or unsecured to companies firms orother parties in the register maintained under section 189 of the Companies Act 2013.Therefore the provisions of clause 3 (iii) (iii)(a) and (iii)(b) of the Companies(Auditors Report) Order 2015 are not applicable.
4. In our opinion and according to the information and explanations given to us thereis adequate internal control system commensurate with the size of the Company and thenature of its business with regard to the purchase of inventory fixed assets and withregard to the sale of goods and services. During the course of our audit we have notobserved any continuing failure to correct major weaknesses in the internal controlsystems of the Company.
5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year and does not haveany unclaimed deposits. Accordingly the provisions of Clause 3 (v) of the Order are notapplicable to the Company.
6. The maintenance of cost records under sub- section (1) of Section 148 of theCompanies Act 2013 is not applicable to the company. Accordingly the provisions ofClause 3 (vi) of the Order are not applicable to the Company.
7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including Provident Fund Employees State Insurance Income TaxSales Tax Wealth Tax Service tax duty of customs duty of excise value added tax cessand any other statutory dues applicable to it with appropriate authorities. There were noarrears of undisputed statutory dues as at March 31 2015 which were outstanding for aperiod of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues of Income Tax Sales Tax wealth taxService Tax duty of customs duty of excise Value added tax and cess as at March 312015 which have not been deposited on account of any dispute is as follows:
|Name of Statute ||Nature of Dues ||Amount ||Period to which the amount relates ||Forum where the Dispute is pending |
| || ||(Rs in thousand) || || |
|Punjab General Sales Tax Act 1948 (PGST) ||VAT ||1422.73 ||F. Y. 1999 - 2000 ||Pending before Punjab VAT Tribunal |
(c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund in accordance with the relevant provisions of the CompaniesAct1956 (1 of 1956) and rules made thereunder.
8. The accumulated losses of the Company as at March 31 2015 are not more than fiftypercent of its net worth. The company has not incurred cash losses during the financialyear and in the immediately preceding financial year.
9. According to the information and explanation given to us the company does not haveany loan from any financial institution and banks and has not issued any debentures.Accordingly the provisions of the clause 3 (ix) of the order are not applicable to theCompany.
10. In our opinion and according to the information and explanations given to us theCompany has not given any guarantee for loans taken by others from banks or financialinstitutions during the year. Therefore the provisions of clause 3 (x) of the order arenot applicable to the Company.
11. According to the information and explanation given to us the Company has notobtained any term loans during the year. Therefore the provisions of clause 3 (xi) of theorder are not applicable to the Company.
12. To the best of our knowledge and belief and according to the information andexplanations given to us by the management no fraud on or by the Company has been noticedor reported during the year.
For T.R. Chadha & Co.
Chartered Accountants (Firm Registration No. 006711N)
Membership Number: 082982
Place : New Delhi
Date : May 28 2015