You are here » Home » Companies » Company Overview » DFM Foods Ltd

DFM Foods Ltd.

BSE: 519588 Sector: Agri and agri inputs
NSE: DFMFOODS ISIN Code: INE456C01020
BSE 00:00 | 14 May 333.50 -3.15
(-0.94%)
OPEN

335.80

HIGH

337.15

LOW

332.50

NSE 00:00 | 14 May 333.00 -3.90
(-1.16%)
OPEN

340.00

HIGH

341.00

LOW

332.10

OPEN 335.80
PREVIOUS CLOSE 336.65
VOLUME 1151
52-Week high 443.70
52-Week low 170.00
P/E 63.04
Mkt Cap.(Rs cr) 1,676
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 335.80
CLOSE 336.65
VOLUME 1151
52-Week high 443.70
52-Week low 170.00
P/E 63.04
Mkt Cap.(Rs cr) 1,676
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DFM Foods Ltd. (DFMFOODS) - Auditors Report

Company auditors report

TO THE MEMBERS OF DFM FOODS LIMITED Report on theAudit of the Financial Statements

Opinion

We have audited the accompanying financial statements of DFM FoodsLimited ("the Company”) which comprise the Balance Sheet as at 31stMarch 2020 and the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Cash Flows and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 ("the Act”) in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS”) and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31st March 2020 and its profittotal comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the Act and theRules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence obtained by us is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the 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. We have determined the matters described below to be the key audit mattersto be communicated in our report.

Key Audit Matter Response to Key Audit Matter
Revenue Recognition - (Accuracy) Principal audit procedures performed are:
Revenue from sale of goods is recognized upon the transfer of control and is measured at the price at which the Company expects to be entitled to from a customer and are recorded net of product claims (collectively "trade spend”). • Accounting policies: Assessed the appropriateness of the Company's revenue recognition accounting policies mainly those relating to trade spend by comparing with applicable accounting standards;
Due to the lockdown on account of COVID the Company's trade channel was temporarily impacted resulting there could be a risk that potential claims may arise from customers pertaining to sales made during the year. • Control testing: Tested the effectiveness of the Company's controls over the adequacy of provision of trade spends;
• Tests of details:
• Evaluated the trend with respect to sales and related product claims to obtain an understanding of the past trend of trade spends;
Considering current environment and knowledge obtained the Company has estimated provision for trade spend accrual.
• Performed inquiries with the management and obtained an understanding of the operations and various types of trade channels;
The judgements required by management to estimate trade spend accruals are complex due to various types of trade channels involved in the sales.
• Obtained and verified subsequent period sales to assess the basis of provision recognized for accrual of trade spend.
There is a risk that revenue may be overstated because of inaccurate estimates.
• Challenged the basis of Company's assumptions used in estimating trade spend accruals basis the understanding of current environment of lockdown;
• Ensured the provision of trade spend has been correctly classified and presented in the financial statements.

Information Other than the Financial Statementsand Auditor's Report Thereon

• The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Director's Report including Annexures to Director's Report andReport on Corporate Governance but does not include the financial statements and ourauditor's report thereon.

• Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.

• If based on the work we have performed we conclude that thereis a material misstatement of this other information we are required to report that fact.We have nothing to report in this regard.

Management's Responsibility for the FinancialStatements

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 financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of theFinancial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are

inadequate to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Other Matter

Due to the COVID-19 related lockdown we were not able to observe theyear-end physical verification of inventory that has been carried out by the management.Consequently we have performed alternate procedures to audit the existence of inventoryas per the guidance provided in SA 501 "Audit Evidence - Specific Considerations forSelected Items” and have obtained sufficient appropriate audit evidence to issue ourunmodified opinion on these Financial Statements.

Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company 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 Cash Flows and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with theInd AS specified under Section 133 of the Act.

e) On the basis of the written representations received from theDirectors as on 31st March 2020 taken on record by the Board of Directorsnone of the Directors is disqualified as on 31st March 2020 from beingappointed as a Director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A”. Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended

In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its Directors during theyear is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements. Refer Note 29 to the financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses. Refer Note 35to the financial statements.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company. Refer note 48 tothe financial statement.

2. As required by the Companies (Auditor's Report) Order 2016("the Order”) issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B” a statement on the matters specified inparagraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
Partner
Place: Gurugram (Membership No. 094468)
Date: 19th June 2020 (UDIN: 20094468AAAADH8462)

Annexure "A" to the IndependentAuditor's Report

(Referred to in paragraph 1 (f) under 'Report onOther Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls OverFinancial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act")

We have audited the internal financial controls over financialreporting of DFM Foods Limited ("the Company”) as of 31stMarch 2020 in conjunction with our audit of the Ind AS financial statements of theCompany for the year ended on that date.

Management's Responsibility for InternalFinancial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note”) issued by the Instituteof Chartered Accountants of India 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 reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls OverFinancial Reporting

A Company's internal financial control over financial reporting 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 control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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.

Inherent Limitations of Internal FinancialControls Over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us 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 31st March 2020based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Deloitte Haskins and Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
Partner
Place: Gurugram (Membership No. 094468)
Date: 19th June 2020 (UDIN: 20094468AAAADH8462)

Annexure "B" to the IndependentAuditor's Report

(Referred to in paragraph 2 under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of DFM Foods Limited of even date)

(i) In respect of Property plant and equipment (fixed assets):

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to coverall the items in a phased manner over a period of 3 years which in our opinion isreasonable having regard to the size of the Company and the nature of its assets. Pursuantto the program certain fixed assets were physically verified by the management during theyear. According to the information and explanations given to us no material discrepancieswere noticed on such verification.

(c) The Company does not have any immovable properties of freehold orleasehold land and building at year end and hence reporting under clause (i)(c) of theCARO 2016 is not applicable.

(ii) As explained to us the inventories were physically verifiedduring the year by the management at reasonable intervals and no material discrepancieswere noticed on physical verification other than an amount of Rs 34 lacs lying atCompany's agent/ depot location against which the Company has obtained the confirmation.

(iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013.

(iv) The Company has not granted any loans made investments orprovided guarantees and hence reporting under clause (iv) of the CARO 2016 is notapplicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposit from the public during the year within the meaning ofsection 73 to 76 or any other relevant provisions of the Companies Act 2013 and does nothave any unclaimed deposits as at 31st March 2020 and therefore the provisionsof clause 3(v) of the Order is not applicable.

(vi) The maintenance of cost records has not been specified by theCentral Government under section 148(1) of the Companies Act 2013 for the businessactivities carried out by the Company. Thus reporting under clause 3(vi) of the order isnot applicable to the Company.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company is regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Customs duty Goods and Service TaxIncome-tax and other material statutory dues applicable to it with the appropriateauthorities. We are informed that cess is not applicable to the Company.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Income-tax Customs Duty Goods and Service Tax andother material statutory dues in arrears as at 31st March 2020 for a period ofmore than six months from the date they became payable.

(c) There are no dues in respect of Income-tax Custom Duty and Goodsand Service Tax as on 31st March 2020 on account of disputes.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings tobanks and Government. The Company has not taken any loans or borrowings from financialinstitutions or has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offeror further public offer (including debt instruments). Further in our opinion and accordingto the information and explanations given to us money raised by way of term loans havebeen applied by the Company during the year for the purposes for which they were raised.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Section 177 and 188 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its Directors or persons connected with them and hence provisions of section 192 ofthe Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No. 015125N)
Vijay Agarwal
Partner
Place: Gurugram (Membership No. 094468)
Date: 19th June 2020 (UDIN:20094468AAAADH8462)

.