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Flex Foods Ltd.

BSE: 523672 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE954B01018
BSE 00:00 | 20 Mar 58.80 -1.90
(-3.13%)
OPEN

57.60

HIGH

60.70

LOW

57.60

NSE 05:30 | 01 Jan Flex Foods Ltd
OPEN 57.60
PREVIOUS CLOSE 60.70
VOLUME 1075
52-Week high 125.90
52-Week low 45.00
P/E 9.51
Mkt Cap.(Rs cr) 73
Buy Price 58.60
Buy Qty 250.00
Sell Price 60.90
Sell Qty 43.00
OPEN 57.60
CLOSE 60.70
VOLUME 1075
52-Week high 125.90
52-Week low 45.00
P/E 9.51
Mkt Cap.(Rs cr) 73
Buy Price 58.60
Buy Qty 250.00
Sell Price 60.90
Sell Qty 43.00

Flex Foods Ltd. (FLEXFOODS) - Auditors Report

Company auditors report

TO THE MEMBERS OF FLEx FOODS LIMITED

Report on the Financial Statements

We have audited the accompanying Financial Statements of FLEX FOODS LIMITED ("TheCompany") which comprise the Balance Sheet as at 31st March 2018 and the Statementof Profit and Loss (including other comprehensive income) the Statement of Cash Flows andthe Statement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information.

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 including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under Section 133 ofthe Act 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 the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the FinancialStatements that give a true and fair view and are free from material misstatement whetherdue 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 thereunder.

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 performing procedures to obtain audit evidence about the amounts andthe disclosures in the Financial Statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theFinancial Statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of theFinancial Statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof 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 of the state of the affairs (financial position)of the Company as at 31st March 2018 and its profit (financial performance includingother comprehensive income) its cash flows and the changes in equity for the year endedon that date.

Other Matters

The Financial Statements of the Company for the year ended March 31 2017 were auditedby the predecessor auditor who vide their report dated May 29 2017 expressed anunmodified opinion on these Financial Statements. Our opinion is not qualified in respectof this matter.

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 and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to us wegive in the Annexure "A" a statement on the matters specified in paragraphs 3and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to 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 Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the 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 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.

f) The matter described under Other Matters paragraph above in our opinion does nothave any adverse effect on the 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 B"; and

h) 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.

For MJMJ & Associates LLP

Chartered Accountants Converted From MJMJ & Associates (Partnership Firm) As On11.11.2016 Firm Registration No. 027706N/C400013

Megha Jain

Partner

Membership No. 415389

Place : Noida

Dated : 26Th May 2018.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT OF "FLEX FOODSLIMITED" ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018

Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date of "FLEX FOODS LIMItEd"(‘the Company') for the year Ended on 3lst March 2018 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 properties areheld 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 loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 during the year. Therefore the provision of clause(iii) of Para 3 of the Companies (Auditor's Report) Order 2016 is not applicable to thecompany.

iv. The Company has not given any loans guarantees and security to any Director or toany other person in whom Director is interested in compliance with the section 185 &186 of the Act.

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 ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including Provident Fund Employee's State Insurance IncomeTax Sales Tax Goods and Service Tax Service Tax Customs duty Value Added Tax Cessand any other 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 sales taxvalue added tax duty of customs service tax cess Goods and Service Tax and otherapplicable statutory dues were in arrears as at 31st March 2018 for a period of more thansix months from the date they became 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 duty ofcustoms and Cess which has not been deposited on account of any dispute. Howeveraccording to the information and explanations given to us following amounts are involvedwith under mentioned forum in respect of the following: -

(i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 4.94 Lakhs pending beforeIncome Tax Department Delhi;

(ii) Disputed Customs and Central Excise Dues: Aggregate Duty of Rs 779.50 Lakhspending before (a) CESTAT New Delhi (Rs. 660.60 Lakhs) (b) Commissioner (Central ExciseAppeals) Meerut (Rs 98.01 Lakhs) (c) Additional Commissioner Dehradun (Rs 20.89 Lakhs).

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 asat the Balance Sheet date.

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.

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 have we 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

Converted From MJMJ & Associates

(partnership Firm) As On 11.11.2016

Firm Registration No. 027706N/C400013

Megha Jain

partner

Membership No. 415389

place : noida

Dated : 26Th May 2018.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT OF "FLEX FOODSLIMITED" FOR THE YEAR ENDED 31st MARCH 2018

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 2018 in conjunction withour audit 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 (‘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 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 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 31st March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For MJMJ & Associates LLp

Chartered Accountants

Converted From MJMJ & Associates

(partnership Firm)

As On 11.11.2016

Firm Registration No. 027706N/C400013

Megha Jain

partner

Membership No. 415389

place : noida

Dated : 26Th May 2018.