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Sanwaria Agro Oils Ltd.

BSE: 519260 Sector: Agri and agri inputs
NSE: SANWARIA ISIN Code: INE890C01046
BSE LIVE 15:44 | 18 Aug 7.41 -0.14
(-1.85%)
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NSE 15:55 | 18 Aug 7.40 -0.15
(-1.99%)
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OPEN 7.55
PREVIOUS CLOSE 7.55
VOLUME 903930
52-Week high 9.64
52-Week low 2.36
P/E 10.44
Mkt Cap.(Rs cr) 545
Buy Price 7.41
Buy Qty 21.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.55
CLOSE 7.55
VOLUME 903930
52-Week high 9.64
52-Week low 2.36
P/E 10.44
Mkt Cap.(Rs cr) 545
Buy Price 7.41
Buy Qty 21.00
Sell Price 0.00
Sell Qty 0.00

Sanwaria Agro Oils Ltd. (SANWARIA) - Auditors Report

Company auditors report

To

The Members

Sanwaria Agro Oils Limited

1. We have audited the accompanying standalone financial statements of Sanwaria AgroOils Limited ("the Company") which comprise the Balance Sheet as at March 312017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of significant 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 stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities selection and applicationof appropriate accounting policies making judgments and estimates that are reasonable andprudent and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 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 theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. 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 proceduresappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient 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 of the state of affairs of the Company as at March312017 and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

(a) As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of section 143(11) of theAct we give in "Annexure A" a statement on the matters specified in paragraphs3 and 4 of the Order to the extent applicable.

(b) As required by section 143 (3) of the Act we report that;

i. 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.

ii. 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.

iii. The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account.

iv. In our opinion the aforesaid standalone statement complies with the AccountingStandards specified under section 133 of the Act as applicable.

v. On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

vi. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate"Annexure B". Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the company's internal financial control over financialreporting.

vii. 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 knowledge and belief and according to the information andexplanations given to us:

a) The company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 23-B-1 to the financial statements.

b) The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

c) There has been delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended March 312017.Refer para Vll-C of Annexure -A.

d) The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from November 82016 to December 30 2016 and these are in accordance with the books of accountsmaintained by the Company.

For Sunil Saraf & Associates

Chartered Accountants

ICAl Firm Registration No.015021C

Kapil Binakiya

Partner

Membership No. 410051 Bhopal

30th May 2017

"Annexure A" to the Independent Auditors' Report

(Referred to in paragraph 5(a)under ‘Report on Other Legal and RegulatoryRequirements' section of our - report of even date.)

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

(b) The fixed assets are physically verified during the year by the management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of ail 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 recorded as fixed assets in the books ofaccount of the company are held in the name of the company.

(ii) (a) According to the information and explanations provided to us the inventoryhas been physically verified by the management during the year. In our opinion thefrequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us theCompany is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records were not material and havebeen properly dealt with in the books of accounts.

(iii) The Company has granted loans secured or unsecured to companies firms or otherparties covered in the Register maintained under Section 189 of the Companies Act 2013.Asper information & Explanation provided to us terms Sconditions for loan given are notprejudicial to the interest of company. The Interest & Principal payment are regularas per the terms & condition of the loan given.

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

(v) According to the information and explanations provided to us the Company has notaccepted any deposits from the public.

(vi) The maintenance of cost record has been prescribed by the Central Government undersection 148(1) of the companies Act 2013 in respect of specified products of the company.For such products we have broadly reviewed the cost the records maintained by the companypursuant to the Companies (Cost Records and Audit) Rules 2014 as amended and are of theopinion that prima facie the prescribed cost records have been made and maintained. Wehave however not made a detailed examination of the cost with a view to determine whetherthey are accurate or complete

(vii) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues of including Income-Tax Sales tax Service TaxDuty of Customs Duty of Excise Value added Tax Cess and any other statutory dues withthe appropriate authorities though there has been slight delay in few cases.

According to the information and explanations given to us following disputed endun-disputed liability towards income tax & sates tax as at 31st March 2017 are asfollows: -

Name of the statute Amount (In Lacs) Period to which the amount relates Type Disputed/ Undisputed Forum where dispute is pending Status
The Income tax Act 1961 2549 2003-04

Disputed

Income Tax Commissioner Appeal

Demand Stayed by Department

13.31 2006-07
31.98 2007-08
843.10 2010-11
327.69 2011-12
The Central Sales Tax 1956 0.72 2008-09

Disputed

Commercial Tax Tribunal

Demand Stayed by High Court Demand Pending for Grant of Exemption and their effect

1.77 2011-12
24.89 2014-15
Entry Tax Act 1976 15.49 2014-15

Disputed

Commissioner Appeal

Demand Stayed by High Court Demand Pending for Grant of Exemption and their effect

10.79 2006-07 Appeal with High Court
9.25 2005-06

Commercial Tax Tribunal

19.27 2007-08
11.67 2008-09
292.17 2009-10
281.02 2010-11
96.08 2011-12
8.47 2014-15
The M.P. Vat Act 2002 2006-07

Disputed

Commercial Tax Tribunal

Demand Stayed by High Court Demand Pending for Grant of Exemption and their effect

1.27 2006-07 Appeal with High Court
0.44 2007-08

Commercial Tax Tribunal

102.55 2008-09
210.27 2011-12
58.66 2014-15

(c) According to the information and explanations given to us the amounts which wererequired to be transferred to Investor Education and Protection Fund in accordance withthe relevant provisions of the Companies Act 1956 (1 of 1956) and rules made there underhas been transferred to such fund within time.

Name of Statute Nature of dues Amount Period to which to amount related
Investor Education & Protection Fund. Unclaimed Dividend 978054/- 2003-04 2004-05 2005-06 & 2006-07

(viii) Based on our audit procedures and as per the information and explanations givento us by the management generally the Company is regular in the repayment of loans orborrowings to a financial institutions bank or government.

(ix) The company has not raised money during the year by way of initial public offer orfurther public offer (including debt instruments). Based on our audit procedures and asper the information and explanations given to us by the management the term loans takenby the Company have been applied for the purpose for which they were obtained.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per the information and explanations given tous by the management we report that we have neither come across any instances of fraud bythe company or on the company by its officers or employees noticed or reported during theyear nor have we been informed of any such case by the management.

(xi) Based on our audit procedures and as per the information and explanations given tous by the management no managerial remuneration has been paid or provided in the book ofaccounts

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theorder is not applicable.

(xiii) In our opinion and according to the information and explanation given to us thecompany is in compliance with section 177 and 188 of the Companies Act 2013 whereapplicable for all transaction with the related parties and the details of related partytransaction have been disclosed in the Financial Statements as required by the applicableaccounting standards.

(xiv) During the year the company has made preferential allotment of equity shares toDirectors Relative & Associates entities of 20000000 (two crore equity shares) offace value of Rs. 1/- at share premium of Rs. 24/-. On the basis of information andexplanation provided to us the company has complied with the requirement of section 42& 62 of the Company Act 2013 to the extent applicable.

(xv) In our opinion and according to the information and explanation given to usduring the year the company has not entered into any non-cash transactions during with thedirectors or persons connected with them and hence provisions of Section 192 of thecompanies Act 2013 are not applicable.

(xvi) The company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.

For Sunit Saraf & Associates

Chartered Accountants

ICAI Firm Registration No. 015021C

Kapil Binakiya

Partner

Membership No. 410051

Bhopal

30tn May 2017

"Annexure B" to the Independent Auditor's Report

(Referred to in paragraph 5 (b) (vi) of our report to the members of Sanwaria Agro OilsLimited for the year ended March 31 2017)

1. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SanwariaAgro Oils Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

2. 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 efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

3. Auditors' 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 Reportingand the Standards on Auditing issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

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 sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

4. 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 external 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

5. 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 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.

6. 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 Sunil Saraf & Associates

Chartered Accountants

ICAI Firm Registration No. 015021C

Kapil Binakiya

Partner

Membership No. 410051

Bhopal

30th May 2017