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Euro India Fresh Foods Ltd.

BSE: 538412 Sector: Agri and agri inputs
NSE: EIFFL ISIN Code: INE546V01010
BSE 05:30 | 01 Jan Euro India Fresh Foods Ltd
NSE 00:00 | 18 Jul 134.60 -1.40
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Euro India Fresh Foods Ltd. (EIFFL) - Auditors Report

Company auditors report

To

The Members of

Euro India Fresh Foods Limited

Report on the Financial Statements

We have audited the accompanying financial statements of EURO INDIA FRESH FOODSLIMITED (‘'the Company") which comprise the Balance Sheet asat March 31 2017 the Statement of Profit and Loss and the Cash Flow Statementthen ended and a summary of the significant accounting policies and other explanatoryinformation.

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 preparationand presentation of these financial statements that give a true and fair view of thefinancial position and financial performance cash flows and in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthese 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 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 performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

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.

(a) In the case of the Balance Sheet of the state of the affairs of the Company as at31st March 2017; (b) In the case of the Statement of Profit and Loss of the Profitfor the year ended on that date.

(c) In the case of the Cash Flow Statement of the cash flows of the Company for theyear ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure "A" statement on the matters specified in theparagraph 3 and 4 of the Order to the extent applicable.

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 the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by thecompany so far as it appears from our examination of those books;

(c) The Balance sheet the Statement of Profit and Loss the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as on March31 2017 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.;

(f) 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 Report in Annexure "B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the company's internal financial controls overfinancial reporting.

(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 opinion and to the best of our information andaccording to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its financial statements.;

ii. the Company did not have any long-term contracts including derivative contracts forwhich 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; and

iv. the company has provided requisite disclosures in its financial statements as toholding as well as dealings in specified bank notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of account maintainedby the company. Refer to Note 36 to the financial statements.

For J N & Co.

Chartered Accountants

Firm Registration No.: 118020W

Sd/-

CA Jignesh N Shah

Proprietor

Membership No.: 102627

Surat 29th May 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

OF URO INDIA FRESH FOODS LIMITED

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on Companies (Auditor's Report) Order 2016 ("the Order") issued bythe Central Government in terms of Section 143(11) of the companies Act 2013 ("theAct")

1. In respect of Fixed Assets :

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

b) Fixed assets were physically verified by the management at reasonable intervals andaccording to the information and explanations given to us no material discrepancies werenoticed on such verification.

c) According to the information and explanation given to us and the records examined byus and based on the examination of the title deed provided to us we report that thetitle deeds comprising all the immovable properties disclosed of land and building areheld in the name of the company as at balance sheet date.

2. In respect of Inventories :

The inventories of the Company have been physically verified by the Management atreasonable intervals and the procedures of physical verification of inventory followed bythe Management are reasonable in relation to the size of the Company and nature of itsbusiness. The discrepancies noticed on such physical verification of inventories ascompared to book records were not material.

3. In respect of Loans granted by the company :

According to the records and information and explanations made available to us theCompany has not granted any loans secured or unsecured to companies firms LLP or otherparties covered in the register maintained under section 189 of the Act accordinglyparagraph 3(iii) of the Order is not applicable.

4. In respect of compliance u/s 185 & 186 :

According to the information explanations and representations provided by themanagement and based upon audit procedures performed we are of the opinion that inrespect of guarantees given the Company has complied with provisions of section 185 and186 of the Act.

5. In respect of public deposits :

According to the information and explanation provided to us the Company has notaccepted any deposits from the public during the year. Therefore the provisions of Clause(v) of paragraph 3 of the CARO 2016 are not applicable to the Company.

6. In respect of cost records :`

Reporting under clause 3(vi) of the order is not applicable as the company's businessactivities are not covered under Companies

(Cost Records and Audit) Rules 2014.

7. In respect of statutory dues :

(a) According to the information and explanations provided to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' StateInsurance income tax sales tax service tax duty of customs duty of excise valueadded tax octroi cess and other material statutory dues have been regularly depositedduring the year by the Company with the appropriate authorities. According to theinformation and explanations given to us no undisputed amounts payable in respect ofprovident fund employees' State Insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax octroi cess and other material statutory dueswere in arrears as at 31 March 2017 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations provided to us there were no duesoutstanding on account of any dispute with respect to income tax sales tax service taxduty of customs duty of excise value added tax octroi cess and other materialstatutory dues.

8. In respect of repayment of financial dues :

According to the information and explanations provided to us and on the basis of ourexamination of the records of the company the Company has not defaulted in the repaymentof loans and borrowings to banks or financial institutions. The Company does not have anyloans or borrowings from government and has not issued any debentures.

9. In respect of Public Issues :

Based upon the audit procedures performed and the information and explanations providedby the management the company has raised moneys by way of Initial Public Offer amountingto Rs. 374400000 divided into 4800000 equity shares of Rs. 10 per share and sharepremium of Rs 68 per share aggregating Rs. 78 per share dated March 30 2017 for thepurpose of Working Capital Requirement Repayment of certain Unsecured Loan and GeneralCorporate purpose.

10. In respect of Frauds :

According to the information and explanations provided to us no fraud by the companyand no fraud on the Company by its officers or employees has been noticed or reportedduring the year.

11. In respect of managerial remuneration :

According to the information and explanations provided to us the company has neitherpaid nor provided managerial remuneration and hence reporting under clause 3(xi) of theorder is not applicable.

12. In respect of applicability of any special statutes :

According to the information and explanations provided to us the Company is not a chitfund or a nidhi / mutual benefit fund / society and hence reporting under clause 3(xii) ofthe order is not applicable.

13. In respect of compliance u/s section 177 & 188 :

According to the information and explanations provided to us the Company is incompliance with sections 177 and 188 of Companies Act 2013 where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the Financial Statements etc. as required by the applicable accountingstandards. However Company has requested for release of corporate guarantee to CentralBank of India vide letter dated 02.03.2017 provided for obtaining term loan by Euro IndiaFoods Euro Snacks and Euro India Beverages which is under process for approval..

14. In respect of Preferential Allotment :

During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause 3(xiv) of the order is not applicable.

15. In respect non cash transaction with directors :

According to the information and explanations provided to us during the year thecompany has not entered into any non-cash transactions with its directors or personsconnected with him so the provisions of section 192 of Companies Act 2013 are notapplicable hence reporting under clause 3(xv) of the order is not applicable..

16. In respect of Registration u/s 45-IA :

The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934.

For J N & Co.

Chartered Accountants

Firm Registration No.: 118020W

Sd/-

CA Jignesh N Shah

Proprietor

Membership No.: 102627

Surat 29th May 2017

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

OF EURO INDIA FRESH FOODS LIMITED

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of EUROINDIA FRESH FOODS 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.

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 (the "Guidance Note"). 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 Companies Act 2013.

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 Standards on Auditing prescribed under section 143(10) of the Companies Act 2013and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by ICAI to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated 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 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 judgment 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.

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 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 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2017 based on the internal controlover financial reporting criteria established by the company considering the essentialcomponents of internal control stated in the Guidance Note.

For J N & Co.

Chartered Accountants

Firm Registration No.: 118020W

Sd/-

CA Jignesh N Shah

Proprietor

Membership No.: 102627

Surat 29th May 2017