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Ocean Agro (India) Ltd.

BSE: 519491 Sector: Industrials
NSE: N.A. ISIN Code: INE049J01010
BSE 00:00 | 26 Aug Ocean Agro (India) Ltd
NSE 05:30 | 01 Jan Ocean Agro (India) Ltd
OPEN 18.65
PREVIOUS CLOSE 17.60
VOLUME 522
52-Week high 19.15
52-Week low 14.15
P/E 19.34
Mkt Cap.(Rs cr) 12
Buy Price 17.60
Buy Qty 5325.00
Sell Price 18.50
Sell Qty 675.00
OPEN 18.65
CLOSE 17.60
VOLUME 522
52-Week high 19.15
52-Week low 14.15
P/E 19.34
Mkt Cap.(Rs cr) 12
Buy Price 17.60
Buy Qty 5325.00
Sell Price 18.50
Sell Qty 675.00

Ocean Agro (India) Ltd. (OCEANAGROI) - Auditors Report

Company auditors report

To

The Members of

OCEAN AGRO (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Ocean Agro (India) Limited (the Company) which comprise the balance sheet as at 31st March 2019 and the statement of Profit and Loss statement of changes in Equityand statement of Cash Flows for the year then ended on 31st March 2019 and notes to the financial statements including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements except the matters stated below give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 and profit/ &loss changes in equityand its cash flows for the year ended on that date.

1. The company is covered under the Payment of Gratuity Act1972 and is required to make provision for Gratuity on actuarial valuation as per Ind AS 19 but the gratuity expense is directly debited to Profit and Loss account on actual payment basis. No provision is made for its liability on actuarial basis.

2. As per the requirement of Ind AS 36 Impairment Losses the company is required to conduct the test for Impairment losses if any. The company has not conducted the test for impairment losses.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon except for the matter described in the basis for Qualified opinion we have determined that there are no other key matters to communicate in our report.

1. The Company has received request from a promoter to delist its shares from the Stock Exchange which was approved in Board meeting held on 8th April 2019. Further process in this regard is going on.

2. The company has carried out investigation in respect of old outstanding debtors and taken initiative steps to recover old outstanding debtors and reviving those customers by supplying goods to them. However despite of these efforts the company has failed to recover old debtors. Hence company has stopped tracing old outstanding debtors and decided to write them off. Therefore Debtors amounting to Rs. 94316514 has been written off during the year under consideration.

3. The company is adopting IND-AS for the first time. Hence retrospective application of IND-AS16 or fair value at the date of transition to determine deemed cost may not be possible for old assets. Accordingly as per exemption provided under Para D13AA of IND-AS 101 company has used carrying values of all items of property plant & equipmenton the date of transition in accordance with previous GAAP as acceptable starting point under IND-AS.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position financial performance (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting Standards specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Other Matter

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order 2016 (the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013 we give in the Annexure a statement on the matters specified in 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 best of 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 the Company 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 Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014.

(e) On the basis of the written representations received from the directors as on 31st March 2019 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. The Company is not required to transfer amounts to Investor Education and Protection Fund.

For Kishor Sheth & Co.
Chartered Accountants
CA. Kishor Sheth
Place : MumbaiPartner
Date : 10th May 2019M. No. 14603
FRN : 117526W

ANNEXURE - A TO THE AUDITORS' REPORT

(Referred to in Paragraph (1) of our report of even date)

The Annexure referred to in our report to the members of Ocean Agro (India) Limited (`the Company') for the year ended 31 March 2019. We report that:

1. In respect of its fixed assets -

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets which is in process of updation.

b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Moreover assignment of fixed asset verification is outsourced which is in progress.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company the title deeds of immovable properties are held in the name of the Company.

2 In respect of Inventories:

a) As explained to us the inventories have been physically verified at reasonable intervals by the management during the year. In respect of substantial portion of the stock lying with agents Certificates containing details of stock have been received.

b) In our opinion and according to the information and explanations given to us the procedures of physical verification of inventory followed by the management are reasonable and adequate as regards the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of loans secured or unsecured the company has granted advances for business to a company firms and other parties covered in the register maintained under section 189 of the act.

a) In our opinion the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not prima facie prejudicial to the interest of the Company.

b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act the borrowers have been regular in the payment of the principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.

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

5. The Company has not accepted any deposits from the public.

6. The cost records specified by the Central Government under Section 148(1) of the Companies Act 2013 in respect of its products not required to maintain.

7. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund Income-Tax Goods and Service Tax Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us the Company did not have any dues on account of employees' state insurance and duty of excise.

b) According to the information and explanations given to us there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute.

Sr No.LiabilityAssessment yearAmount involvedStatus
1Income Tax2013-14Rs.158872/-Appeal Pending CIT(A) Ahmedabad.
2Income Tax2014-15Rs. 83610/-Appeal Pending CIT(A) Ahmedabad.

8. The Company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures during the year.

9. The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised during the year.

10. According to the information and explanation given to us no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanations give to us and based on our examination of the records of the Company the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Kishor Sheth & Co.
Chartered Accountants
CA. Kishor Sheth
Place : MumbaiPartner
Date : 10th May 2019M. No. 14603
FRN : 117526W

ANNEXURE - B TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (the Act)

We have audited the internal financial controls over financial reporting of Ocean Agro (India) Limited (the Company) as of 31 March 2019 in conjunction with our audit of the Standalone 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAI'). These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the Standalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company'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 financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Kishor Sheth & Co.
Chartered Accountants
CA. Kishor Sheth
Place : MumbaiPartner
Date : 10th May 2019M. No. 14603
FRN : 117526W