Jhandewalas Foods Ltd.
|BSE: 540850||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE841Y01019|
|BSE 00:00 | 02 May||Jhandewalas Foods Ltd|
|NSE 05:30 | 01 Jan||Jhandewalas Foods Ltd|
|BSE: 540850||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE841Y01019|
|BSE 00:00 | 02 May||Jhandewalas Foods Ltd|
|NSE 05:30 | 01 Jan||Jhandewalas Foods Ltd|
To the Members of M/S JHANDEWALAS FOODS LIMITED
We have audited the financial statements of M/S JHANDEWALAS FOODS LIMITED ("theCompany") which comprise the balance sheet as at 31st March 2021 and the statementof Profit and Loss and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory 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 the Actin the manner so required and give a true and fair view except as reasons given in thebasis of opinion paragraph in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31st March 2021 its loss and itscash flows for the year ended on that date.
Basis for Qualified Opinion
i. The Accumulated losses of the Company is Rs. 3588.08 Lakhs (Previous period Loss Rs.1731.63 Lakhs) and its net worth is negative Rs. 2562.04 Lakhs (Previous period positiveRs. 705.59 Lakhs) as at the end of the reporting period which indicates erosion of Networth of the Company.
ii. Company has not made any Provision for Interest on Cash Credit Facility availedfrom State Bank of India Axis Bank and Kotak Mahindra Bank Term Loan and Kotak MahindraBank Overdraft Facility account. Refer Note 3(a) to the financial statement after one timesettlement with SBI and Kotak Mahindra banks bank statement is not available forverification and interest amount not quantified. This is because of classification of itsaccount by the concerned State Bank of India as Non-performing Assets (NPA). Axis BankSBI and Kotak Mahindra Bank has filed suit against recovery of outstanding with DebtRecovery Tribunal Jaipur during the F Y 2021-22.
iii. Company has received Notice u/s. 13(2) and Section 13(4) of Securitization andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (No.3 of2002) dated 25/11/2019 from State Bank of India as the operation of and conduct of thefinancial assistance / credit facilities have become irregular and company's debt with itsbankers has been classified as Non-Performing Asset (NPA) as per the guidelines issued byRBI.
iv. During the previous year State Bank of India Stressed Assets Management Branch("SAMB") New Delhi vide their letter no. SAMB-II/CL/VI-2019-20/3342 dated06/03/2020 have absolutely assigned all the rights title and interest in financialassistance in favor of SAMB New Delhi" in response to this action SAMB haspublished an advertisement for sale of primary collateral security entire fixed assetsincluding factory building situated at Plot No. 551-B Road No. 6 V.K.I.A. RIICOIndustrial Area Sikar Road Jaipur.
v. Balances of Loans Sundry Debtors Loans and Advances and Current Liabilities aresubject to confirmation from the respective parties and reconciliations if any.
vi. The company has squared up a portion of receivable from related parties amountingto Rs. 7636000 by way of an arbitration agreement dated 26th December 2020 to transferof properties in company favor in lieu of due amount vide agreement. The properties havebeen included in value of fixed assets of the company but yet to register in companyfavor. Please refer note no. 3(a).
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our qualified opinion.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
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 that 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. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement 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.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
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.
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.
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 the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Companies Act 2013 we give in the 'Annexure A' a statement on the matters specifiedin paragraphs 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 and the Cash Flow Statementdealt with 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) The going concern matter described in sub-paragraph under the Emphasis of Mattersparagraph above in our opinion may have an adverse effect on the functioning of theCompany.
f) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in terms of Section164 (2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in 'Annexure B'.
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 pending litigations and the impact on its financialposition - refer note 25 to the Standalone 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.
The Annexure referred to in paragraph 1 of Our Report on "Other Legal andRegulatory Requirements".
We report that:
a. The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
b. As explained to us fixed assets have been physically verified by the management atreasonable intervals;no material discrepancies were noticed on such verification.
c. The title deeds of immovable properties are held in the name of the company subjectto The company has squared up a portion of receivable from related parties amounting toRs. 117376420.00 by way of agreement to transfer of properties in company favor in lieuof due amount vide agreement and and Rs. 7336000/- by way of an arbitration agreementdated 26th December 2020. The properties have been included in value of fixed assets ofthe company but yet to register in company favor and the same are still held in the nameof receivable as mentioned in the Notes 8 to the General Notes to Accounts. The detailsare as under
ii. As explained to us inventories have been physically verified during the year bythe management at reasonable intervals. As explained to as no material discrepancy wasnoticed on physical verification of stocks by the management as compared to book records.
iii. As informed 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 Act. Accordingly paragraph 3(iii)(a) 3 (iii)(b) and3 (iii)(c) of the order are not applicable to the Company.
iv. In respect of loans investments guarantees and security provisions of section185 and 186 of the Companies Act 2013 have been complied with.
v. The company has not accepted any deposits from the public covered under sections 73to 76 of the Companies Act 2013.
vi. As per information & explanation given by the management maintenance of costrecords has been specified by the Central Government under sub-section (1) of section 148of the Companies Act 2013. And we are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.
vii. a. According to the records of the company undisputed statutory dues includingInvestor Education and Protection Fund Income- tax Sales-tax Service Tax Custom DutyExcise Duty value added tax cess and any other statutory dues to the extent applicablehave generally been regularly deposited with the appropriate authorities except TDSEmployees' State Insurance Provident Fund According to the information and explanationsgiven to us there were no outstanding statutory dues as on 31st of March 2021 for aperiod of more than six months from the date they became payable. The details of such areas follows:-
b. According to the information and explanations given to us there is no amountpayable in respect of income tax service tax sales tax customs duty excise duty valueadded tax and cess whichever applicable which have not been deposited on account of anydisputes. Except
viii. In our opinion and according to the information and explanations given by themanagement we are of the opinion that the Company has not defaulted in repayment of duesto a financial institution bank Government or debenture holders as applicable to thecompany. Except -
ix. Based on our audit procedures and according to the information given by themanagement the company has not raised money by way of initial public offer or furtherpublic offer (including debt instruments) during the year and term loans have been appliedfor the purpose for which they were obtained.
x. During the course of our examination of the books and records of the companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the company or any fraud on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such instance by themanagement.
xi. According to the information and explanations given to us we report thatmanagerial remuneration has been paid in accordance with the requisite approvals mandatedby the provisions of section 197 read with Schedule V to the Companies Act.
xii. The company is not a Nidhi Company. Therefore clause (xii) of the order is notapplicable to the company.
xiii. According to the information and explanations given to us all transactions withthe related parties are in compliance with sections 177 and 188 of Companies Act 2013where applicable and the details have been disclosed in the Financial Statements etc. asrequired by the applicable accounting standards.
xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Thereforeparagraph 3(xiv) of the order is not applicable to the company.
xv. According to the information and explanations given to us the company has enteredinto non-cash transactions with directors or persons connected with him during the year asper paras 1(c).
xvi. According to the information and explanations given to us the company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Report on Internal Financial Controls with reference to financial statements
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 M/SJHANDEWALAS FOODS LIMITED ("the Company") as of March 31 2021 in conjunctionwith our 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. 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.
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 both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 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 judgement 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 authorizations of management and directors of the company; and
3. Provide reasonable assurance regarding prevention or timely detection ofunauthorized 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.
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 31 2021 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.