You are here » Home » Companies » Company Overview » Best Agrolife Ltd

Best Agrolife Ltd.

BSE: 539660 Sector: Agri and agri inputs
NSE: BESTAGRO ISIN Code: INE052T01013
BSE 00:00 | 28 Sep 1218.55 -11.60
(-0.94%)
OPEN

1210.05

HIGH

1258.50

LOW

1199.95

NSE 00:00 | 28 Sep 1217.80 -9.90
(-0.81%)
OPEN

1215.00

HIGH

1260.00

LOW

1206.45

OPEN 1210.05
PREVIOUS CLOSE 1230.15
VOLUME 4013
52-Week high 1399.70
52-Week low 724.70
P/E 33.99
Mkt Cap.(Rs cr) 2,881
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1210.05
CLOSE 1230.15
VOLUME 4013
52-Week high 1399.70
52-Week low 724.70
P/E 33.99
Mkt Cap.(Rs cr) 2,881
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Best Agrolife Ltd. (BESTAGRO) - Auditors Report

Company auditors report

To the Members of Best Agrolife Limited (formerly known as Sahyog Multibase Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of BestAgrolife Limited ('the Company') which comprise the Balance Sheet as at 31 March 2021the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

2. 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 Companies Act 2013 ('Act') in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India including IndianAccounting Standards ('Ind AS') specified under section 133 of the Act of the state ofaffairs of the Company as at 31 March 2021 and its profit (including other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ('ICAI') together withthe ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Emphasis of Matter- Rectification of errors

4. We draw attention to note 44 and note 45 to the accompanying standalone financialstatements which describe the restatement adjustments made to the comparative financialinformation as at and for the year ended 31 March 2020 and as at 1 April 2019 of theCompany in accordance with the principles of Ind AS 8 'Accounting Policies Changes inAccounting Estimates and Errors' on account of correction of errors pertaining toaccounting for business combination of previous year in accordance with the requirementsof Ind AS 103 'Business Combinations' as further described in the note 44 and certainother reclassification adjustments as explained in note 45. Our opinion is not modifiedwith respect to this matter.

Key Audit Matters

5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

6. We have determined the matters described below to be the key audit matters to becommunicated in our report.

Key audit matter How our audit addressed the key audit matter
Revenue Recognition: Our audit procedure included but were not limited to the following procedures:
a) Estimation of provision for sales returns discounts rebates schemes and incentives on sales impacting revenue from sale of products. a) Obtained an understanding of the process followed by the Company to determine the amount of accrual of sales returns rebates discounts and incentives.
Refer to the Company's significant accounting policies in note 2.14 and the revenue related disclosures in note 21 of the standalone financial statements. b) Assessed the accounting policies of the Company regarding accounting for sales returns rebates discounts and incentives as against the criteria given in the accounting standards;
Revenue from sale of products is presented net of returns discounts rebates schemes and incentives in the financial statement. c) Tested the Company's process and key internal controls over the accrual of sales returns rebates discounts and incentives. Selecting samples of revenue transactions and marketing circulars. Rechecking accrual for rebates discounts and incentives calculated in accordance with the eligibility criteria mentioned in the schemes;
The estimates associated with sales returns discounts rebates schemes and incentives on sale of products have been identified as a key audit matter as it is having a significant impact on the recognized revenue and the management is required to make certain judgements in respect of revenue recognition and level of expected rebates/discounts and returns which are deducted in arriving at revenue. d) Ensured completeness and accuracy of the data used by the Company for accrual of sales returns rebates discounts and incentives and also checking the accrual for a selected sample of sales;
Estimation of sales returns involves significant judgement and estimates. e) Obtained the historical trends for revenue and corresponding sales returns based on the accounting records maintained by the Company.
The estimation is dependent on various internal and external factors. These factors include for example climatic conditions the length of time when a sale is made and when the sales return takes place some of which are beyond the control of the Company. f) Verified if any credit notes were issued and / or their adjustment after the balance sheet date and their impact on standalone financial statements;
The recognition and measurement of rebates discounts and incentives involves significant judgement and estimates particularly the expected level of claims of each of the customers. Assumption of level of customer wise claims for rebates discounts and incentives relates to estimating which of the Company's customers will ultimately be subject to a related rebate discount and / or incentive. g) Evaluated the appropriateness of disclosures made in the financial statements in accordance with the applicable accounting standards.
Considering the materiality of the amount involved complexities management judgement involved and the significant auditor attention required to test such management's judgement we have identified this as a key audit matter for current year audit
b) Restatement of business combination accounting under Ind AS 103
As described in note 44 to the standalone financial statements "Honourable National Company Law Tribunal ('NCLT') via its order dated 5 May 2020 has approved the scheme of amalgamation of Best Agrochem Private Limited ('the Transferor Company/BAPL') with the Company with effect from 1 April 2018. Our audit included but were not limited to the following procedures:
The Scheme specified that the amalgamation of the Transferor Company with the Company should be accounted for as per the acquisition method prescribed in IND AS 103. a) Obtained an understanding from the management with respect to process and controls followed by the Company to determine the appropriate accounting treatment for the given transaction
Pursuant to the scheme of amalgamation the legal ownership of the Company has changed from erstwhile promoters of the Company (legal transferor) to BAPL (legal transferee). b) Evaluated the design and tested the operating effectiveness of key controls around the above process.
However Since the afore said amalgamation transaction was in was in the nature of reverse acquisition as per IND AS 103 BAPL was considered as the accounting acquirer and the Company becomes the accounting acquiree. c) Obtained and read the scheme of arrangement approved by the National Company Law Tribunal (NCLT);
Further according to the principles laid down in Ind AS 103 for accounting of reverse acquisition the assets and liabilities of the Transferor Company being the accounting acquirer should have been recognised and measured at pre-combination values after adoption of Indian Accounting Standards. d) Evaluated whether the accounting principles prescribed in the Scheme were applied appropriately by the management in preparation of the standalone financial statements ;
Similarly the assets and liabilities of the Company being the accounting acquiree should have been recognised and measured at fair values instead of being carried at pre- combination values. e) Reviewed and challenged the reasonableness of key assumptions and management judgements to arrive at the fair value adjustments;
In the previous year the management had erroneously fair valued the assets and liabilities of the accounting acquirer instead of the accounting acquiree. The said accounting error made in the comparative period has been rectified during the current year in accordance with the principles of Ind AS 8. f) Assessed the adequacy of the disclosure in respect of the acquisition in accordance with the accounting standards including disclosures of the impact of restatement of prior year figures.
Considering the materiality of the amount involved complexities and management judgement involved significant auditor attention was required towards such rectification and consequently we have identified this as a key audit matter for current year audit.

Information other than the Financial Statements and Auditor's Report thereon

7. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe standalone financial statements and our auditor's report thereon. The Annual Report isexpected to be made available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. When we read the Annual Report if we conclude that there is amaterial misstatement therein we are required to communicate the matter to those chargedwith governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

8. The accompanying standalone financial statements have been approved by the Company'sBoard of Directors. The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including the IndAS specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

9. In preparing thefinancial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

10. Those Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurancebut is not a guarantee that an audit conducted in accordance withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

12. As part of an audit in accordance with Standards on Auditing we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern;

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation;

13. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matter

16. The standalone financial statements of the Company for the year ended 31 March 2020were audited by the predecessor auditor Samarth M. Surana & Co. who have expressedan unmodified opinion on those standalone financial statements vide their audit reportdated 7 July 2020.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act based on our audit we report that theCompany has paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under section 197 read with Schedule V to the Act.

18. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of section 143(11) of the Act we give in theAnnexure Aa statement on the matters specified in paragraphs 3 and 4 of the Order.

19. Further to our comments in Annexure A as required by section 143(3) of the Actbased on our audit we report to the extent applicable 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 of theaccompanying standalone 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 standalone financial statements dealt with by this report are in agreement withthe books of account;

d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under section 133 of the Act;

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 March2021 from being appointed as a director in terms of section 164(2) of the Act;

f) we have also audited the internal financial controls with reference to financialstatements of the Company as on 31 March 2021 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 30 June 2021 as per Annexure B expressed unmodified opinion; and

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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:

i) the Company as detailed in note 32 to the standalone financial statements hasdisclosed the impact of pending litigations on its financial position as at 31 March 2021;

ii) the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at 31 March 2021;

iii) there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2021; and

iv) the disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these standalone financial statements. Hence reporting under thisclause is not applicable.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

Based on the audit procedures performed for the purpose of reporting a true and fairview on the standalone financial statements of the Company and taking into considerationthe information and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

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

(b) The Company has a regular program of physical verification of its fixed assetsunder which fixed assets are verified in a phased manner over a period of three yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. In accordance with this program certain fixed assets were verifiedduring the year and no material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (which are included under the head'Property plant and equipment') are held in the name of the Company except for thefollowing properties which were transferred as a result of amalgamation of companies asstated in note 3

(a) and 3 (d) to the standalone financial statements wherein the title deeds are in thename of erstwhile Company.

Amount in Rs Lakhs

Nature of property Total number of cases Whether leasehold /freehold Gross block as on 31 March 2021 Net block on 31 March 2021 Remarks
Land 2 Leasehold 617.40 609.41 The title deeds are held in the name of Best Agrochem Private Limited which has been merged with the Company.
Building 2 Leasehold 231.90 205.04

ii) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.

iii) The Company has granted unsecured loans to company and LLP covered in the registermaintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not primafacie prejudicial to the Company's interest.

(b) the schedule of repayment of principal has been stipulated wherein the principalamounts are repayable on demand and since the repayment of such loans has not beendemanded in our opinion repayment of the principal amount is regular.

(c) there is no overdue amount in respect of loans granted to such company and LLP.

(iv) In our opinion the Company has complied with the provisions of Section 186 inrespect of investments and loans. Further in our opinion the Company has not enteredinto any transaction covered under Section 185 and Section 186 of the Act in respect ofguarantees and security.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.

(vii)(a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax goods and service tax cess and other material statutory dues as applicablehave generally been regularly deposited to the appropriate authorities though there hasbeen a slight delay in a few cases. Further no undisputed amounts payable in respectthereof were outstanding at the year-end for a period of more than six months from thedate they became payable.

(b) The dues outstanding in respect of income-tax sales-tax service-tax duty ofcustoms duty of excise goods and service tax and value added tax on account of anydispute are as follows:

Statement of Disputed Dues

Amount in Rs Lakhs

Name of the statute Nature of dues Amount Amount paid under protest Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 14.42 - AY 2012-13 ITAT Delhi
35.47 7.09 AY 2017-18 CIT (A) Delhi

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution during the year. The Company has no loans or borrowings payable togovernment and no dues payable to debenture holders.

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid/ provided by the Company in accordance withthe requisite approvals mandated by the provisions of Section 197 of the Act read withSchedule V to the Act.

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

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

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

Annexure B to The Independent Auditor's Report

Independent Auditor's Report on the internal financial controls with reference to thestandalone financial statements under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statements of BestAgrolife Limited (formerly known as SahyogMultibase Limited) ('the Company') as at and forthe year ended 31 March 2021 we have audited the internal financial controls withreference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal FinancialControls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal financial controls with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal controls stated in the Guidance Note on Audit of Internal FinancialControl over Financial Reporting ('the Guidance Note') issued by the Institute ofChartered Accountants of India ('ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of the Company's businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the ICAI prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements includes obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

5. 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 withreference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and 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 financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements and such controls were operatingeffectively as at 31 March 2021 based on the internal financial controls with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Tarun Gupta
Partner
Place: New Delhi Membership No.: 507892
Date: June 30 2021 UDIN:21507892AAAADL2953

.