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HRB Floriculture Ltd.

BSE: 531724 Sector: Financials
NSE: N.A. ISIN Code: INE284D01016
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HRB Floriculture Ltd. (HRBFLORICULTURE) - Auditors Report

Company auditors report

To The Members of

HRB FLORICULTURE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of HRB FLORICULTURE LIMITED ('theCompany') which comprise the Balance Sheet as at March 312017 Profit and LossStatement the Cash Flow Statement 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 Act 2013 ("the Act") with respect to the preparation ofthese financial statements to give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014. 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;design 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 statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements.

The procedures selected depend on the auditor s judgment including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Company s preparation of the financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by company's directors as well asevaluating 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.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March312017 its Loss and its cash flow for the year ended on that date:

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act2013(hereinafter referred to the "Order") and on the basis of such checks ofthe books and records of the Company as we considered appropriate and according to theinformaiton and explantions given to us we give in the Annexure "A" a statementon the matters specified in paragraphs 3 and 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 purpose of our audit;

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

(c) The Balance Sheet Profit and Loss Statement and Cash Flow Statement dealt with bythis 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 Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rule 2014.

(e) On the basis of written representations received from the directors as on March 312017 and 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 sub-section (2) ofsection 164 of the Companies Act 2013.

(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"; and

(g) With respect to other matters to be included in the Auditor s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 In our opinion and to thebest of our information and according to the explanations given to us;

(i) The Company does not have any pending litigations which would impact its financialposition.

(ii) The Company did not have any long-term contracts including derivative contractshence the question of any material foreseeable losses does not arise;

(iii) There are no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the Company.

(iv) The Company has provided requisite disclosures in its financial statements as toholdings as well as dealing in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and the same are in accordance with the books of accountsmaintained by the company.

For B. KHOSLA & CO.
Chartered Accountants
FRN No: 000205C
JAIPUR SANDEEP MUNDRA
22 May 2017 Partner
M.No. 075482

HRB FLORICULTURE LIMITED

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading of " Report on Other Legal andRegulatory Requirements" of our Report of even date)

i a. The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. b. All the assets have been physicallyverified by the management during the year. There is a regular programme of verificationwhich in our opinion is reasonable having regard to the size of the company and thenature of its assets. No material discrepancies were noticed on such verification. c. TheCompany does not have any immovable properties therefor we have no comments under para3(i) (c) of the order.

ii The inventory held in tangible form has been physically verified during the year bythe management. The discrepancies noticed on verification between the physical stocks andthe book records were not material and have been properly dealt with in the books ofaccount;

. iii The Company has not granted any loans secured or unsecured to companies firmlimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 therefore we have no comments under para 3(iii)(a)to 3(iii)(c) of the order.

iv In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.

v The Company has not accepted any deposits from the public covered under Section 73 to76 of the Companies Act 2013

vi The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

vii a. According to the information and explanations given 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 cess and other statutory dues have been regularly deposited during the year bythe Company with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of provident fundemployees' state insurance income-tax sales tax service tax duty of customs duty ofexcise value added tax cess and other statutory dues were in arrears as at 31 March 2017for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income Tax or sales tax or Service Taxor duty of Customs or duty of Excise or value added tax which have not been deposited onaccount of any disputes.

viii According to the information and explanations given to us the company has notdefaulted in repayment of loans or borrowing to a financial institution bank orgovernment. The Company has not issued any debentures..

ix The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3 (ix) of the Order is not applicable. x According to the information and explanationsgiven to us no fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the course of our audit.

xi (i) According to the information and explanations given to us managerialremuneration has been paid / provided in accordance with the requisite approvals mandatedby the provisions of Section 197 read with 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. Accordingly paragraph 3(xii) of the Order is notapplicable.

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 where 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 give 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. Accordingly paragraph 3(xv) ofthe Order is not applicable.

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

B. KHOSLA & CO.
Chartered Accountants
FRN No: 000205C
Jaipur SANDEEP MUNDRA
Date: 22-May-17 Partner
M.No. 075482

HRB FLORICULTURE LIMITED Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of HRBFLORICULTURE LIMITED ("Company") as of March 312017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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 ICAIand deemed to be prescribed under section

143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls and bothissued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company s internal financial controls system overfinancial 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 March 312017 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 B. KHOSLA & CO.
Chartered Accountants
FRN No: 000205C
JAIPUR SANDEEP MUNDRA
22 May 2017 Partner
M.No. 075482