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Narmada Agrobase Ltd.

BSE: 535072 Sector: Agri and agri inputs
NSE: NARMADA ISIN Code: INE117Z01011
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Narmada Agrobase Ltd. (NARMADA) - Auditors Report

Company auditors report

To

The Members of

NARMADA AGROBASE LIMITED Ahmedabad

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS OPINION

We have audited the accompanying Statement of half yearly and year to date FinancialResults of M/S. NARMADA AGROBASE LIMITED (the 'Company') for the half year ended 31stMarch 2020 (the 'Statement') attached herewith being submitted by the Company pursuantto the requirement of Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended (the 'Listing Regulations').

In our opinion and to the best of our information and according to the explanationsgiven to us the statement: I. is presented in accordance with the requirements of thelisting Regulations in this regard; and II. gives a true and fair view in conformity withthe applicable accounting standards and other accounting principles generally accepted inIndia of the net profit and other comprehensive loss and other financial information ofthe Company for the half year ended 31 March 2020 and for the year ended March 31 2020.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Results sectionof our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

KEY AUDIT MATTER

Key audit matters (‘KAM') 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 standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

We draw attention to notes to the financial results which describes the uncertaintiesand the impact of Covid-19 pandemic on the Company's operations and results as assessed bythe management. Our opinion is not modified in respect of this matter.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENT

The statement has been prepared on the basis of the annual financial statements. TheCompany's Board of Directors is responsible for the preparation and presentation of thestatement that give a true and fair view of net loss and other comprehensive income of thecompany and other financial information in accordance with the applicable accountingstandards prescribed under section 133 of the act read with relevant rules issuedthereunder and other accounting principles generally accepted in India and in compliancewith Regulation 33 of the listing regulations.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Statement that give a true and fair view and are free from material misstatementwhether due to fraud or error.

In preparing the Statement the Board of Directors are 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 the Boardof Directors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The board of directors are responsible for overseeing the company's financial reportingprocess.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF FINANCIAL STATEMENT

Our objectives are to obtain reasonable assurance about whether the Statement as awhole is free from material misstatement whether due to fraud or error and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthe Statement.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Statement whether due tofraud or error design and perform audit procedures responsive to those risks and obtainaudit evidence that is sufficient and appropriate to provide a basis for our op inion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the Board of Directors.

Conclude on the appropriateness of the Board of Directors' use of the going concernbasis 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 financial results or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

Evaluate the overall presentation structure and content of the Statement includingthe disclosures and whether the Statement represents the underlying transactions andevents 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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when 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 sub-section (11) of section 143 ofthe Act we give in the Annexure A statement on the matters specified inparagraphs 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 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 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) On the basis of written representations received from the directors as on March 312020 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct; and

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".

g) 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 does not have any pending litigations for which provision have not beenmade which would impact its financial position.

ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any. iii) The Provisions of transfer offunds to Investor Education and Protection Fund not applicable to the Company.

For BHAGAT & ASSOCIATES
CHARTERED ACCOUNTANTS
(FIRM REGN. No. 101100W)
(C.A. MANISH KUMAR BHAGAT)
PARTNER
M.No. 213498
Place : AHMEDABAD
Date: 10/07/2020
UDIN :- 20213498AAAABT6897

Annexure "A" to the Independent Auditor's Report

The Annexure referred to in our Independent Auditor's Report to the members of theCompany on the financial statements for the year ended 31 March 2019 we report that;

I. In respect of Fixed Assets:

(A) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.

(B) All the assets have been physically verified by the management during the year butthere is a regular program of verification which in our opinion is reasonable havingregard to the size of the company and the nature of its assets. No material discrepancieswere noticed on such verification.

(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 Inventory:

As explained to us inventories have been physically verified during the year by themanagement at reasonable intervals on the basis of our examination of the records theCompany is generally maintaining proper records of its inventories. No materialdiscrepancy was noticed on physical verification of stocks by the management as comparedto book records.

III. According to the information & explanations given to us and on the basis ofour examination of the books of account the Company has not granted any loans secured orunsecured to companies firms or other parties listed in the register maintained underSection 189 of the Companies Act 2013:

A) In our opinion and according to the information given to us the terms andconditions of the loans given by the company are prima facie not prejudicial to theinterest of the company.

B) The schedule of repayment of principal and payment of interest has been stipulatedand repayments of principle amounts and / or receipts of interest have been regular as perstipulations.

C) There are no overdue amounts as at the year-end in respect of both principal andinterest.

IV. In our opinion and according to the information & explanations given to us the

Company has complied with the complied with the provisions of section 185 and 186 ofthe Companies Act 2013 in respect of grant of loans making investments and providingsecurities.

V. According to the information and explanations provided to us the company has notaccepted any deposit from the public. Therefore the provisions of Clause (v) of paragraph3 of the Order are not applicable to the Company.

VI. The Central Government has not prescribed maintenance of the cost records under

148(1) of the Companies Act 2013 in respect to the company's products. However theprescribed limits for maintenance of records have not been exceeded accordingly paragraph3(vi) of the Order is not applicable.

VII. In respect of Statutory Dues: a. According to the records of the Companyundisputed statutory dues including

Provident Fund Employees State Insurance Income Tax GST Tax Value Added Tax Dutyof Customs Service Tax Cess and other statutory dues have been generally regularlydeposited during the year by the company with the appropriate authorities. As explained tous the Company did not have any dues on account of employees' state insurance and duty ofexcise. According to the information and explanations provided to us no undisputedamounts payable in respect of provident fund income tax GST tax value added tax dutyof customs service tax cess and other material statutory dues were in arrears as at 31March 2020 for a period of more than six months from the date they became payable. b.According to the information & explanations given to us and the records examined byus there is no amount which have not been deposited on account of any disputed amountpayable in respect of income tax service tax GST tax customs duty and excise duty VATand cess.

VIII. Based on our audit procedures and on the information & explanations given bythe management we are of the opinion that the Company has not defaulted in repayment ofdues to a financial institutions banks or debenture holders

IX. In our opinion and according to the information and explanations given to us the

Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly paragraph 3(ix)of the Order is not applicable to the Company.

X. In our opinion and according to the information & explanations given to us wereport that no material fraud on or by the company has been noticed or reported during theyear nor have we been informed of such case by the management.

XI. In our opinion and according to the information and explanations given to us thecompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provision of section 197 read with Schedule 5 to the companiesAct2013.

XII. In our opinion and according to the information and explanations give to us the

Company is not a Chit Fund / Nidhi / Mutual Benefit Fund / Society. Therefore theprovision of clause 3(xii) of the Companies (Auditor's Report) Order 2016 is notapplicable to the Company.

XIII. In our opinion According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

XIV. In our opinion and according to the information and explanations provided to usand based on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year and hence reporting under clause (xiv) of paragraph 3 of theCompanies (Auditor's Report) Order 2016. Is not applicable.

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 sec. 45-IA of the Reserve Bankof

India Act1934.

For BHAGAT & ASSOCIATES
CHARTERED ACCOUNTANTS
(FIRM REGN. No. 101100W)
(C.A. MANISH KUMAR BHAGAT)
PARTNER
M.No. 213498
Place: AHMEDABAD
Date: 10/07/2020
UDIN :- 20213498AAAABT6897

ANNEXURE "B"

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUBSECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of NARMADAAGROBASE LIMITED ("the Company") as of March 31 2020 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.

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 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 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 31 2020 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 BHAGAT & ASSOCIATES
CHARTERED ACCOUNTANTS
(FIRM REGN. No. 101100W)
(C.A. MANISH KUMAR BHAGAT)
PARTNER
M.No. 213498
Place : AHMEDABAD
Date: 10/07/2020
UDIN :- 20213498AAAABT6897

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