TO THE MEMBERS OF MADHYA BHARAT AGRO PRODUCTS LIMITED Report on theAudit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of MADHYABHARAT AGRO PRODUCTS LIMITED (the "Company") which comprise the BalanceSheet as at March 31st 2022 the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsyear ended on that date and a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as the "standalone financialstatements").
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31st2022 the profit and total comprehensive income changes in equity and its cash flows forthe year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing ("SA"s) specified under section143(10) of the Act. Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the
Context of our audit of the standalone financial statements as a wholeand in forming our opinion thereon and we do not provide a separate opinion on thesematters. We have determined the matters described below to be the key audit matters to becommunicated in our report.
Information Other than the Financial Statements and Auditor's ReportThereon
The Company's Board of Directors is responsible for 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 standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.
Management's Responsibilities for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. 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 standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going Concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company'sfinancial reporting process.
Auditor's Responsibilities for the Audit of the Standalone FinancialStatements
Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.
Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1) As required by Section 143(3) of the Act based on our audit wereport that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flows dealtwith by this Report are in agreement with the relevant books of account.
d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from thedirectors as on March 31st 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31st 2022 from being appointed as a director interms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.
g) With respect to the other matters to be included in the Auditor'sReport in accordance 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 theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:
i) The Company does not have any pending litigations which would impactits financial position;
ii) The Company did not have any long-term contracts includingderivatives contracts for which there were any material foreseeable losses;
iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company and itssubsidiary companies incorporated in India.
iv) a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.
v) As stated in Note 13.2 to the standalone financial statements
a) The final dividend proposed in the previous year declared and paidby the Company during the year is in accordance with Section 123 of the Act asapplicable.
b) The Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The amount of dividend proposed is in accordance with section 123 of the Act asapplicable.
2) As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 (f) under 'Report on Other Legal andRegulatory Requirements' section of our report to the Members of MADHYA BHARAT AGROPRODUCTS LIMITED of even date)
Report on the Internal Financial Controls over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financialreporting of MADHYA BHARAT AGRO PRODUCTS LIMITED (the "Company") as ofMarch 31st 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (the"ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence torespective company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the ICAI andthe Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to theexplanations given to us 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 2022 based on theinternal financial 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 ICAI.
ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of MADHYA BHARAT AGRO PRODUCTS LIMITEDof even date)
To the best of our information and according to the explanationsprovided to us by the Company and the books of account and records examined by us in thenormal course of audit we state that:
i. In respect of the Company's Property Plant and Equipment andIntangible Assets :
(A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment and relevantdetails of right-of-use assets.
(B) The Company does not have any Intangible Assets.
b) The Company has a program of physical verification of PropertyPlant and Equipment and right-of- use assets so to cover all the assets once every threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the program certain Property Plant and Equipmentwere due for verification during the year and were physically verified by the Managementduring the year. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.
c) Based on our examination of the property tax receipts and leaseagreement for land on which building is constructed registered sale deed / transfer deed/ conveyance deed provided to us we report that the title in respect of self-constructedbuildings and title deeds of all other immovable properties (other than properties wherethe company is the lessee and the lease agreements are duly executed in favour of thelessee) disclosed in the financial statements included under Property Plant andEquipment are held in the name of the Company as at the balance sheet date.
d) The Company has not revalued any of its Property Plant andEquipment (including right of-use assets) during the year.
e) No proceedings have been initiated during the year or are pendingagainst the Company as at March 31st 2022 for holding any benami property under theBenami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules madethereunder.
a) The inventories have been physically verified during the year by themanagement at reasonable intervals and in the opinion of the auditor the coverage andprocedure of such verification by the management is appropriate and no materialdiscrepancy was noticed on such verification.
b) As disclosed in note 17.1 to the financial statements the Companyhas been sanctioned working capital limits in excess of five crores rupees in aggregatefrom banks during the year on the basis of security of current assets of the Company.Based on the information and explanation given to us and as represented by the personthose charge with governance we have not noticed any material variations in the quarterlyreturns or statements filed by the company with such banks or financial institutions withthe books of account of the Company.
iii. As per the information and explanations given to us and on thebasis of the books of accounts the company has not granted loans to any parties coveredin the register maintained under section 189 of the Companies act 2013. Thus clause iii(a) iii (b) iii(c) are not applicable.
iv. The Company has complied with the provisions of Sections 185 and186 of the Companies Act 2013 in respect of loans granted investments made andguarantees and securities provided as applicable.
v. The Company has not accepted any deposits or amounts which aredeemed to be deposits within the meaning of the directives issued by the Reserve Bank ofIndia provisions of sections 73 to 76 of the Act any other relevant provisions of theAct and the relevant rules framed thereunder.
vi. We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148 of the Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have notcarried out a detailed examination of the same.
vii. In respect of statutory dues:
a) In our opinion the Company has generally been regular in depositingundisputed statutory dues including Goods and Services tax Provident Fund Employees'State Insurance Income Tax Sales Tax Service Tax duty of Custom duty of Excise ValueAdded Tax Cess and other material statutory dues applicable to it with the appropriateauthorities.
There were no undisputed amounts payable in respect of Goods andService tax Provident Fund Employees' State Insurance Income Tax Sales Tax ServiceTax duty of Custom duty of Excise Value Added Tax Cess and other material statutorydues in arrears as at March 31st 2022 for a period of more than six months from the datethey became payable.
b) Details of statutory dues referred to in sub-clause (a) above whichhave not been deposited as on March 31st 2022 on account of disputes are given below:
|Name of the statue ||Nature of dues ||Amount (Rs. In Lakhs) ||Period to which the amount relates (Financial Year) ||Forum where dispute is pending |
|Demand raised by commercial tax department for Entry tax for the F.Y.2012-13 ||Sales Tax ||3.72 ||2012-13 ||Appeal made to Appellate Authority APP DC Sagar Division |
viii. There were no transactions relating to previously unrecordedincome that have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961).
a) The Company has not defaulted in the repayment of loans or otherborrowings or in the payment of interest thereon to any lender.
b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.
c) On an overall examination of the financial statements of theCompany term loans were applied for the purpose for which the loans were obtained.
d) On an overall examination of the financial statements of theCompany funds raised on short term basis have prima facie not been used during the yearfor long-term purposes by the Company.
e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.
f) The Company has not raised any loans during the year on the pledgeof securities held in its subsidiaries joint ventures or associate companies and hencereporting on clause 3(ix)(f) of the Order is not applicable.
a) The Company has not raised moneys by way of initial public offer orfurther public offer (including debt instruments) during the year and hence reportingunder clause 3(x) (a) of the Order is not applicable.
b) The Company has not made any preferential allotment or privateplacement of shares or fully or partly paid convertible debentures and hence reportingunder clause 3 (x) (b) of the Order is not applicable to the Company.
a) No fraud by the Company and no material fraud on the Company hasbeen noticed or reported during the year.
b) No report under sub-section (12) of section 143 of the Companies Acthas been filed in Form ADT- 4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report.
c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year (and up to the date of this report) whiledetermining the nature timing and extent of our audit procedures.
xii. The Company is not a Nidhi Company and hence reporting underclause 3 (xii) of the Order is not applicable.
xiii. In our opinion the Company is in compliance with Section 177 and188 of the Companies Act 2013 with respect to applicable transactions with the relatedparties and the details of related party transactions have been disclosed in thestandalone financial statements as required by the applicable accounting standards.
a) In our opinion the Company has an adequate internal audit systemcommensurate with the size and the nature of its business.
b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.
xv. In our opinion during the year the Company has not entered into anynon-cash transactions with its Directors or persons connected with its directors. Andhence provisions of section 192 of the Companies Act 2013 are not applicable to theCompany.
a) In our opinion the Company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b) and (c) of the Order is not applicable.
b) In our opinion there is no core investment company within the Group(as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andaccordingly reporting under clause 3(xvi) (d) of the Order is not applicable.
xvii. The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of theCompany during the year.
xix. On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.
a) There are no unspent amounts towards Corporate Social Responsibility(CSR) accordingly reporting under clause 3(xx) (a) of the Order is not applicable for theyear.
b) There are no unspent amounts towards Corporate Social Responsibility(CSR) in respect of any ongoing project accordingly reporting under clause 3(xx) (b) ofthe Order is not applicable for the year.
xxi. Since this report is in relation to standalone financialstatements accordingly reporting under clause 3(xxi) of the Order is not applicable forthe year.
| ||For M/s. Rajneesh Kanther & Associates |
| ||Chartered Accountants |
| ||(Firm's Registration No. 021262C) |
| ||Sd/- |
| ||Rajneesh Kanther |
| ||Proprietor |
|Place: Bhilwara ||(Membership No. 102162) |
|Date: May 30th 2022 ||UDIN: 22102162AJXCHM9528 |