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Apex Frozen Foods Ltd.

BSE: 540692 Sector: Others
NSE: APEX ISIN Code: INE346W01013
BSE 00:00 | 13 Nov 301.55 -15.15
(-4.78%)
OPEN

320.80

HIGH

324.10

LOW

298.55

NSE 00:00 | 13 Nov 301.50 -15.40
(-4.86%)
OPEN

320.00

HIGH

325.00

LOW

298.05

OPEN 320.80
PREVIOUS CLOSE 316.70
VOLUME 58102
52-Week high 399.00
52-Week low 190.10
P/E 19.67
Mkt Cap.(Rs cr) 942
Buy Price 298.10
Buy Qty 100.00
Sell Price 301.55
Sell Qty 15.00
OPEN 320.80
CLOSE 316.70
VOLUME 58102
52-Week high 399.00
52-Week low 190.10
P/E 19.67
Mkt Cap.(Rs cr) 942
Buy Price 298.10
Buy Qty 100.00
Sell Price 301.55
Sell Qty 15.00

Apex Frozen Foods Ltd. (APEX) - Auditors Report

Company auditors report

To the Members of Apex Frozen Foods Limited

Report on the standalone IND AS financial statements

We have audited the accompanying standalone IND AS financial statements of APEX FROZENFOODS LIMITED ("the Company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss (including Other Comprehensive Income) thestatement of changes in Equity and the Statement of Cash Flows for the year then endedand a summary of significant other explanatory information. (Herein after referred to as"the stand alone IND AS Financial statements").

Management's responsibility for the stand alone IND AS financial statements

The Company's Board of Directors is responsible for the preparation of these standalone IND AS financial statements in terms of requirements of the Companies Act 2013("the Act") that give a true and fair view of the financial position financialchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards prescribed under Section 133of 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 the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate 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 standalone INDAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these standalone IND AS financialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone IND AS Financial Statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone IND AS financial statements are freefrom material misstatement. An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in the standalone IND AS financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone IND AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances but not forthe purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Board of Directors as well as evaluating the overall presentation of thestandalone INDAS financial . statements We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone IND AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone IND AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the IND AS of thefinancial position of the Company as at 31st March 2018 and its Statement of Profit andloss(including other comprehensive income) its Changes in Equity and the Cash Flows forthe year ended.

Other matters

The Comparative financial information of the company for the year ended 31st March2017 and transition date opening balance sheet as at 01st April 2016 included in thesestandalone IND AS financial statements are based on previously issued statutory financialstatements prepared in accordance with the Companies (Accounting Standards) Rules auditedby us expressing an unmodified opinion on those financial statements as adjusted by thedifferences in the accounting principles adopted by the company on transition to the

IND AS which have been compiled by management.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 thebest of our knowledge and belief were necessary for the purpose of our audit of theaforesaid standalone IND AS financial statements;

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 the Statement of Profit and Loss including othercomprehensive Income the statement of changes in equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account.

d. In our opinion the aforesaid standalone IND AS financial statements comply withthe Indian Accounting Standards specified under section 133 of the Act read with Rule 7of the Companies (Accounts) Rules2014.

e. On the basis of written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.

f. reporting of the With respect to the adequacy of the internal financial controlsover financial Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g. 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 information and according to the explanations given tous:

i. The Company does not have any pending litigations which would impact itsfinancial position.

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 by the Company.

For and on behalf of
Boda Ramam & Co.
Chartered Accountants
FRN No: 005383S
Sd/-
(CA. Boda Anand Kumar)
Place: Kakinada Partner
Date: 28-05-2018 Membership No: 029123

"Annexure A" to the Independent auditor's report

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the members of Apex Frozen FoodsLimited for the year ended 31st March 2018. We report that:

i. In respect of company's fixed assets:

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

b. The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the company and nature of itsbusiness. Pursuant to the program a portion of the fixed asset has been physicallyverified by the management during the year. According to information and explanationsgiven to us no material discrepancies were noticed on such verification

c. According to the information and explanations given to us the records examinedby us we report that the title deeds of immovable properties are held in the name of theCompany as at Balance Sheet date. However it is observed that the title deeds of thefactory land at Panasapadu East Godavari Andhra Pradesh continued to be in the name ofthe Partnership Firm M/s. Apex Exports which is an erstwhile firm converted as companyunder Part IX of the Companies Act 1956 in March 2012.

ii. The management has conducted the physical verification of inventory at reasonableintervals. The -ical verification of the inventory as compared to books records which hasbeen properly dealt with in the material.

iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firmsLimited Liability partnershipsor other parties covered in the Register maintained under section 189 of the Act.Accordingly the provisions of clause 3 (iii) (a) to (C) of the Order are not applicableto the Company and hence not commented upon.

iv. 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.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public and hence the directives issued by the Reserve Bankof India and the provisions of Sections 73 to 76 or any other relevant provisions of theAct and the Companies (Acceptance of Deposit) Rules 2014 with regard to the depositsaccepted from the public are not applicable.

vi. The maintenance of Cost Records has not been specified by the Central Governmentunder sub-section (1) of Section 148 of the Act in respect of the business activitiescarried on by the Company. Thus reporting under Clause 3(vi) of the order is notapplicable to the Company.

vii. According to information and explanations given to us in respect of statutorydues:

a. the Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income-Tax Goods & Service TaxCustoms Duty Duty of Excise Cess and other statutory dues with the appropriateauthorities.

According to the information and explanations given to us no undisputed amountspayable in respect of the above were in arrears as at 31st March 2018 for a period ofmore than six months from the date on when they become payable.

b. According to the information and explanation given to us there are no dues ofincome tax goods & service Tax duty of customs duty of excise outstanding onaccount of any dispute. However in this regard we report that

i. During the year Income Tax authorities conducted search u/s. 132 of the Income TaxAct 1961 in the premises of the company and also in the residential buildings ofManaging Director and few Senior Employees. It is observed that company has paid an amountof Rs. 35.92 Lakhs as tax for the A.Y. 2015-16 and the same is included in taxes which isgrouped under the head Administration & Selling Expenses. Provision to be made if anyis not known as search proceedings are not concluded.

ii. Company has carried out exercise of review of GST/SGST/IGST accounting at the endof the year on all the transactions of revenue and capital nature. As per such reviewGST/SGST/IGST refundable is arrived at Rs.5.45 Crs. Considering the system of maintenanceof accounts and mode of recording of transactions and volume of transactions correctnessof the same is not verifiable

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks.

ix. During the year the company has raised funds by way of initial public offer.Details of funds raised and spent are reported as under.

Particulars Amount (In Lakhs) Amount (In Lakhs)
Net Proceeds from IPO (A) 12687.50
Funds actually utilised up to 31st March 2018
1. Public Issue Expenses 912.02
2. Shrimp Processing Unit at G. Ragampeta Land Investment 747.40
3. Shrimp Processing Unit at G. Ragampeta - Further Capital Expenditure 1985.22
4. Funds Utilised for General Corporate Purpose 3171.88
Total (B) 6816.51
Fund unutilised as at 31st March 2018 (C)= (A)-(B) 5870.99

It is observed that IPO Funds are also routed through regular bank accounts in whichinternal accrued funds & loan funds are routed through.

x. To the best of our knowledge and according to the information and explanations givento us We report that no fraud by the Company or no material fraud on the Company by itsofficers or employees has been noticed or reported during the year.

xi. Provisions of Section 197 of Companies Act 2013 relating to managerialremuneration and restriction thereof are applicable to this company and the same were dulycomplied.

xii. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanations to us theCompany is in compliance with section 177 and 188 of Companies Act 2013 where applicablefor all transactions with the related parties and the details have been disclosed in thestandalone IND AS Financial Statements as required by the applicable Indian accountingstandards.

xiv. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

xv. In our Opinion and according to the information and explanations given to usduring the year the company has not entered into any non-cash transactions with directorsor persons connected with them as contemplated under provisions of Section 192 ofCompanies Act 2013 and hence the provisions of clause 3 (xv) of the Order are notapplicable to the Company and hence not commented upon.

xvi. In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi)of the Order are not applicable to the Company and hence not commented upon.

For and on behalf of
Boda Ramam & co.
Chartered Accountants
FRN No: 005383S
Sd/-
(CA. Boda Anand Kumar)
Place: Kakinada Partner
Date: 28-05-2018 Membership No: 029123

"Annexure B" to the independent auditor's report

Report on the Internal financial controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofAPEXFROZEN FOODS LIMITED ("the Company") as of 31st March 2018 in conjunctionwith our audit of the standalone IND AS financial statements of the Company for the yearended as of 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 considering the essential components ofinternal control stated in the Guid over financial -ance Note on Audit of InternalFinancial Controls over Financial Reporting issued by The Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the Company's internal financialreporting based on our audit. We controls conducted our audit in accordance with theGuidance Note issued by ICAI and the standards on Auditing prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial effectively in all materialrespects.

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 an understanding of internal financialcontrols over financial reporting assessing the risk that a material weakness andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone IND AS financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our unqualified the Company's internal financial controls system overfinancial reporting.

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 standalone IND AS financial generally accepted accounting principles. Acompany's internal financial procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone IND AS financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the standalone IND AS financial statements.

Inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial -reporting er management override of controls material misstatements due to error orfraud may occur and not be detected. Also projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion management's assessment that Company maintained effective internalcontrol over financial reporting as of 31st March 2018 is fairly stated in all materialrespects based on internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For and on behalf of
Boda Ramam & co.
Chartered Accountants
FRN No: 005383S
Sd/-
(CA. Boda Anand Kumar)
Place: Kakinada Partner
Date: 28-05-2018 Membership No: 029123