To the Members of Oceanic Foods Limited
Report on the Standalone Financial Statements
We have audited the accompanying Standalone financial statements of Oceanic FoodsLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The company's board of directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to preparation andpresentation of these standalone financial statement that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe Accounting principles generally accepted in India including the Accounting Standardsspecified u/s 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the company and forpreventing 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 financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting 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.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation and fair presentation of the standalone financial statements in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on whether the company has in place an adequate internalfinancial controls system over financial reporting and operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by company's directors aswell as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.
In our opinion and to the best of our information and according to the explanationsgiven to us the standalone financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India: a. in the case of the Balance Sheet of the stateof affairs of the Company as at March
31 2017; b. in the case of the Statement of Profit and Loss of the profit for theyear ended on that date; and c. In the case of the Cash Flow Statement of the cash flowsfor the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' 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" 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 andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. in our opinion proper books ofaccount as required by law have been kept by the
Company so far as appears from our examination of those books c. the Balance SheetStatement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account d. in our opinion the Balance Sheet Statementof Profit and Loss and Cash Flow
Statement comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014; e. On the basis ofwritten representations received from the directors as on March
31 2017 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2017 from being appointed as a director in terms of Section164(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 B" and g. With respect to the other mattersto be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanation given to us; i. The company has disclosed the impact of pendinglitigations on its standalone financial position in its financial statements refer note 40to the standalone financial statements. ii. The company does not have any long-termcontracts including derivative contracts hence the question of any material foreseeablelosses does not arise; iii. There has been no delay in transferring amounts required tobe transferred to the Investor Education and Protection Fund by the company. iv. TheCompany has provided requisite disclosures in its standalone financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer to Note 37 to the standalone financial statements.
For Maharishi & Co.
Firm Registration No. 124872W
Membership No. 141168
Signed at Jamnagar on 24th May 2017
ANNEXURE A TO INDEPENDENT AUDITORS' REPORT
[Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report of even date to the members of OceanicFoods Ltd on the financial statements for the year ended 31st March 2017]
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) All the fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. As informed nomaterial discrepancies were 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 are inthe name of the company.
(ii) The inventory (excluding stocks with third parties and work in progress) has beenphysically verified by the management during the year. In respect of inventory lying withthird parties these have substantially been confirmed by them. In our opinion thefrequency of verification is reasonable. Discrepancies noticed during physicalverification were not material and the same has been dealt with in the books of account.
(iii) As informed the company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the register maintained under section 189 ofthe Act accordingly the provisions stated in paragraph 3 (iii)(a) and 3(iii)(b) of theOrder are not applicable.
(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and section 186 of the act withrespect to guarantee and investments made.
(v) In our opinion and according to the information and explanations given to us thecompany has not accepted any deposits from the public within the provisions of section 73to 76 of the Act and rules framed there under.
(vi) The Central Government of India has not prescribed the maintenance of cost recordsfor any of the products of the company under sub-section (1) of section 148 of the Act andrules framed there under.
(vii) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund investor education and protectionfund income-tax sales-tax service tax customs duty excise duty cess and othermaterial statutory dues applicable to it.
(b) According to the information and explanation given to us the following dues havenot been deposited as at March 31 2017 on account of any dispute are as follows:
|Name of the Satute ||Nature of Forum where Related Dues dispute is to F.Y. pending ||Amount(Rs.) |
|CST ||Tax + Assistant 2002- Interest Commissioner of 03 Appeals ||84553.00 |
|GST ||Tax + Assistant 2002- Interest Commissioner of 03 Appeals ||2440.00 |
(viii) Company has not defaulted in repayment of loans or borrowing to a financialinstitution bank.
(ix) During the year company has raised Rs.65000000/- by way of initial Public Offerout of which Rs.5441291/- were utilized for share issue expenses. Company has receivedthese funds on 31st March 2017 and the same were deposited in overdraft accountand hence the balance amount was unutilized during the year. Money raised by way of termloan were utilized for the purpose for which it is used.
(x) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud on or by the company noticed or reported during the year nor have webeen informed of such case by the management.
(xi) According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197.
(xii) In our opinion the Company is not a nidhi company. Accordingly the provisionsof clause (xii) of paragraph 4 of the Companies (Auditor's Report) Order 2016 are notapplicable to the Company.
(xiii) According to information and explanation given to us and on the basis of booksof accounts and other relevant records of the company all transactions with the relatedparties are in compliance with section 177 and 188 of Companies Act 2013 where applicableand the details have been disclosed in the Note 36 of the Financial Statements as requiredby the applicable accounting standards.
(xiv) Company has not made any private placement or preferential allotment during theyear.
(xv) According to information and explanation given to us and on the basis of books ofaccounts of the company no non cash transaction is entered into by the company during theyear.
(xvi) The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
|For Maharishi & Co. |
|Chartered Accountants |
|Firm Registration No.124872W |
|Kapil Sanghvi |
|Membership No. 146811 |
|Signed at Jamnagar on 24th May 2017 |
Annexure B to the Auditors' report
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the Companies Act 2013 (the act')
We have audited the internal financial control over financial reporting of OCEANICFOODS LIMITED (the company') as of 31st March 2017 in conjunction withour audit of the standalone financial statement of the company for the year ended on thatdate.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the company considering the essential components of internal control statedin the Guidance Note on Audit ofinternal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors and accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the 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 deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting were established and maintained and if suchcontrols 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 auditors' judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.
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 Control 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 purpose 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 authorization of themanagement 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 Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatement due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.
In our opinion the company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017basedon the internal 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 Institute ofChartered Accountants of India.
|For Maharishi & Co. |
|Chartered Accountants |
|Firm Registration No.124872W |
|Kapil Sanghvi |
|Membership No.141168 |
|Signed at Jamnagar on 24th May 2017 |