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Flex Foods Ltd.

BSE: 523672 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE954B01018
BSE 00:00 | 28 Jan 111.55 5.50
(5.19%)
OPEN

109.90

HIGH

113.00

LOW

106.10

NSE 05:30 | 01 Jan Flex Foods Ltd
OPEN 109.90
PREVIOUS CLOSE 106.05
VOLUME 22147
52-Week high 147.95
52-Week low 68.40
P/E 11.75
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 109.90
CLOSE 106.05
VOLUME 22147
52-Week high 147.95
52-Week low 68.40
P/E 11.75
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Flex Foods Ltd. (FLEXFOODS) - Auditors Report

Company auditors report

TO

THE MEMBERS OF FLEX FOODS LIMITED

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying Financial Statements of FLEX FOODS LIMITED("TheCompany") which comprise the Balance Sheet as at 31st March 2021 theStatement of Profit and Loss (including other comprehensive income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of significant accounting policies and other explanatory information.

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 theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of the affairs of the Company as at 31st March 2021 and the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Companies Act 2013. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities 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 independence requirements thatare relevant to our audit of the financial statements under the provisions of the Act andthe Rules 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 we have obtained 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 judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Sr.No Key Audit Matters Auditor response
1. Evaluation of uncertain tax positions Principal Audit Procedures
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Obtained details of completed tax assessments and demands for the year ended March 312021 from management.
Refer Notes 32 to the Financial Statements We also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. Additionally we considered the effect of new information in respect of uncertain tax positions as at April 1 2020 to evaluate whether any change was required to management's position on these uncertainties.
2. Assessment of the Impact of Corona Virus Disease (COVID-19) on the financial statement. Principal Audit Procedures
As part of the audit we have carried out following procedures:
On account prevalent financial economic and health crisis caused due to global pandemic- COVID-19 the Company has not been materially impacted by the corona virus as of now. Since Company's business falls within the category of manufacturing of essential commodities therefore company has not seen any material impacts on its business activities for the financial year under report. Refer Note No. 39 to the Financial Statement. 1. We have reviewed the turnover and the profitability of the company as at end of the current financial statements and upto the date of signing of financial statements.
2. Obtained an understanding of the process and testing of the operating effectiveness of the internal controls over the impairment.
3. We have also evaluated the recoverability of the trade receivables.
4. We evaluated disclosures related to management assessment on impact of COVID-19 for the continuity of operations.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 Act2013 ("the Act") with respect to the preparation ofthese Financial Statements that give a true and fair view of the financial positionfinancial performance total comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2015.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of 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 ofthe Financial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial 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.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility

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 assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain 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 Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness 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.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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.

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 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 including other comprehensiveincome the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the relevant Books of Account.

d) In our opinion the aforesaid Financial Statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act read with relevant rules issuedthereunder.

e) On the basis of the written representations received from the directors as on 31stMarch2021 taken on record by the Board of Directors none of the directors is disqualified ason 31st March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) There is no matter or transaction that in our opinion may have any adverse effect onthe functioning of the Company;

g) 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 A";

h) With respect to the other matters to be included in the auditor's Report inaccordance 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 the explanationsgiven to us the remuneration paid by the company to its director during the year is inaccordance with the provisions of section 197 of the Act; and

i) 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 to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its Financial Statements - Refer Note 32 to the Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

2. 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 "B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

FOR MJMJ & ASSOCIATES LLP
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO. 027706N/C400013
MEGHA JAIN
PARTNER
Place : NOIDA MEMBERSHIP NO. 415389
Dated : 28.06.2021 UDIN No. 21415389AAAAEY2237

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT OF "FLEX FOODSLIMITED" FOR

THE YEAR ENDED 31st MARCH 2021

Referred to in paragraphl(g) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Flex Foods Limited of even date.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of theSection 143 of the Companies Act 2013.

Report on the Internal Financial Controls

We have audited the Internal Financial Controls over financial reporting of "FLEXFOODS LIMITED" ("the Company") as of 31st March 2021 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material 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 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 31stMarch 2021 basedon 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 MJMJ & ASSOCIATES LLP CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.027706N/C400013

MEGHA JAIN
PARTNER
Place : NOIDA MEMBERSHIP NO. 415389
Dated : 28.06.2021 UDIN No. 21415389AAAAEY2237

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT OF "FLEX FOODSLIMITED" ON

THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

Referred to in paragraph 2 under ‘Report on Other Legal and

Regulatory Requirements' section of our report of even date of

"FLEX FOODS LIMITED" (‘the Company') for the year Ended on

31st March 2021 we report that:

i. In respect of Fixed Assets of the Company:

a) According to information and explanation given to us the Company has maintainedproper records showing full particulars including quantitative details and situation offixed assets.

b) According to information and explanation given to us the fixed assets of theCompany have been physically verified by the Management at reasonable intervals and nomaterial discrepancies were noticed on such verification as compared to books of accounts.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable propertiesincluding investment property are held in the name of the Company.

ii. In respect of Inventories of the Company:

According to the information and explanation given to us Physical verification ofinventory has been conducted at reasonable intervals by the Management of the Company andno material discrepancies were noticed on physical verification conducted by themanagement.

iii. The company has not granted any interest bearing secured or unsecured loans to thecompany covered in the register maintained under section 189 of the Companies Act 2013during the year. Therefore the provision of clause (iii) of Para 3 of the Companies(Auditor's Report) Order 2016 is not applicable to the company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

v. The company has not accepted any deposits. Therefore the provision of clause (v) ofPara 3 of the Companies (Auditor's Report) Order 2016 is not applicable to the company.

vi. The Provisions of maintenance of cost records specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 for the products dealt /manufactured by the company are not applicable to the company. Therefore the provisionsof clause (vi) of Para 3 of the Companies (Auditor's Report) Order 2016 are notapplicable to the company.

vii. a) According to the information and explanations given

to us and the records of the Company examined by us in our opinion the Company isgenerally regular in depositing undisputed statutory dues including Provident FundEmployee's State Insurance Income Tax Goods and Service Tax Customs duty Cess and anyother material statutory dues as applicable with the appropriate authorities.

And according to the information and explanations given to us no undisputed amountspayable in respect of provident fund Employees' state insurance income tax duty ofcustoms Cess Goods and Service Tax and other applicable statutory dues were in arrearsas at 31st March 2021 for a period of more than six months from the date theybecame payable.

b) According to the information and explanations given to us there are no pending duesin respect of Sales Tax Service tax Value added tax Goods and Service Tax and Cesswhich has not been deposited on account of

any dispute except dues of Customs and central excise which have not been deposited asat March 31 2021 on account of dispute are given below:

Disputed Customs and Central Excise Dues: Aggregate Duty of Rs 526.96 Lakhs pendingbefore CESTAT New Delhi.

viii. According to the information and explanations given to us and the records of theCompany examined by us the Company has not defaulted in repayment of dues to the bank ason the Balance Sheet date. Further no amount is due to debenture holders.

ix. According to the information and explanations given to us and the records of theCompany examined by us the Company has not raised any money by way of initial public offeror further public offer (including debt instruments) or term loans during the year.

x. During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us we have neither come across any instancesof material fraud by the Company or on the Company by its officers or employees noticedor reported during the year under audit nor we have been informed of any such case by theManagement.

xi. According to the information and explanations given to us and the records of theCompany examined by us the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of clause (xii) of Para 3 of theCompanies (Auditor's Report) Order 2016 are not applicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act wherever applicable and details of suchtransactions have been disclosed in the Financial Statements as required by the applicableAccounting Standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

xv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with Directors or persons connected with him. Therefore the provisions ofclause (xv) of Para 3 of the Companies (Auditor's Report) Order 2016 are not applicableto the Company.

xvi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

FOR MJMJ & ASSOCIATES LLP CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.027706N/C400013

MEGHA JAIN
PARTNER
Place : NOIDA MEMBERSHIP NO. 415389
Dated : 28.06.2021 UDIN No. 21415389AAAAEY2237

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