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Oswal Agro Mills Ltd.

BSE: 500317 Sector: Financials
NSE: OSWALAGRO ISIN Code: INE142A01012
BSE 00:00 | 22 Feb 7.02 -0.14
(-1.96%)
OPEN

7.39

HIGH

7.39

LOW

7.00

NSE 00:00 | 22 Feb 7.05 0
(0.00%)
OPEN

7.30

HIGH

7.50

LOW

6.80

OPEN 7.39
PREVIOUS CLOSE 7.16
VOLUME 7289
52-Week high 14.00
52-Week low 5.87
P/E 6.44
Mkt Cap.(Rs cr) 94
Buy Price 6.81
Buy Qty 1.00
Sell Price 7.30
Sell Qty 100.00
OPEN 7.39
CLOSE 7.16
VOLUME 7289
52-Week high 14.00
52-Week low 5.87
P/E 6.44
Mkt Cap.(Rs cr) 94
Buy Price 6.81
Buy Qty 1.00
Sell Price 7.30
Sell Qty 100.00

Oswal Agro Mills Ltd. (OSWALAGRO) - Auditors Report

Company auditors report

To the Members of Oswal Agro Mills Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Oswal AgroMills Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 and the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS 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 the preparation ofthese standalone Ind AS financial statements that give a true and fair view of the stateof affairs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act.

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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of standalone the Ind ASfinancial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thestate of affairs (financial position) of the Company as at 31st March 2018 and itsprofit (financial performance including other comprehensive income) its cash flows andthe changes in equity for the year ended on that date.

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 in terms of Section 143(11) of the Act we give in "Annexure1" a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss (including the OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equitydealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in termsof Section 164 (2) of the Act.

(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 2" and

(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 has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements - Refer Note 37 to the standaloneInd AS financial Statements.

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Agarwal & Dhandhania
Chartered Accountants
Firm Registration No. 125756W
Sanjay Agarwal
Place : New Delhi (Partner)
Dated : 25th May 2018 Membership No. 078579

ANNEXURE 1 TO THE INDEPENDENT AUDITORS' REPORT

Referred to in our report of even date to the members of Oswal Agro Mills Limited onthe standalone Ind AS financial statements for the year ended 31st March 2018we report that:

(i) (a) In our opinion and according to the information and explanation given to usduring the course of audit the company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipmentand investment properties.

(b) In our opinion and according to the information and explanation given to us duringthe course of audit property plant and equipment and investment properties have beenphysically verified by the management at reasonable interval having regard to the size ofthe company and the nature of its assets and no material discrepancy was noticed on suchverification as compared to book records.

(c) According to the information and explanations given to us and on the basis ofrecords examined by us the titled deeds of the immovable properties are held in the nameof the company subject to following limitations:

Particulars of the Immovable Property Gross carrying amount Net carrying amount Remarks
as at 31st March 2018 as at 31st March 2018
(Rs. in thousand) (Rs. in thousand)
1) Building at Vijay Vihar Chembur Mumbai 560.89 517.58 Photocopy of the original title deeds was provided.
2) Freehold Land at Ludhiana Punjab 3088.25 3088.25 Title deed is not available with the Com- pany. However the same has been verified from Tehsildar's record duly certified.

(ii) In our opinion and according to the information and explanations given to usinventories have been physically verified by the management at reasonable intervals havingregard to the size of the company and no material discrepancy was noticed on suchverification as compared to book records.

(iii) In our opinion and according to the information and explanation given to usduring the course of audit the Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Therefore sub clauses (a) (b)& (c) of paragraph 3(iii) the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to us duringthe course of audit the Company has complied with the provisions Section 185 and 186 ofthe Act in respect of loans and investments of the Company. Further the company has notgiven any guarantee or security; accordingly to this extent paragraph 3(iv) of the Orderis not applicable.

(v) In terms of the books and records examined by us we state that the Company has notaccepted any deposit from the public in terms of section 73 to 76 of the Act and the rulesframed thereunder.

(vi) In our opinion and according to the information and explanation given to us theCentral Government has not prescribed maintenance of cost records under section 148 (1) ofthe Act. Therefore paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and the books andrecords examined by us we state that the company is generally regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales tax service tax duty of customs duty of excise value added tax cessand any other statutory dues as applicable. There are no outstanding statutory dues formore than six months from the date they became payable as on 31st March 2018.

(b) In terms of the information and explanations sought by us and given by the companyand the books and records examined by us in the normal course of audit and to the best ofour knowledge and belief we state that there are no dues of income tax or sale tax orservice tax or duty of customs or duty of excise or value added tax or cess which have notbeen deposited on account of any dispute except disclosed as under:

Name of Statute Nature of the Dues Period to which it relates Amount in Forum where it is pending
(Rs. thousand)
Punjab General Sales Tax Act 1948 (PGST) Value Added Tax 1994-1995 16151.28 Punjab VAT Tribunal
Punjab General Sales Tax Act 1948 (PGST) Value Added Tax 1998-1999 1352.63 Punjab VAT Tribunal
Punjab General Sales Tax Act 1948 (PGST) Value Added Tax 1999-2000 1422.73 (Excluding amount paid under protest Rs. 474.25 thousand) Punjab VAT Tribunal
Central Sales Tax Act 1956 Central Sales Tax 1994-1995 349.33 Punjab VAT Tribunal

(viii) The company does not have any loans or borrowing from any financial institutionbank Government or debenture holders during the year. Accordingly Paragraph 3(viii) ofthe Orders not applicable.

(ix) The company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable.

(x) According to the information and explanation given to us no fraud by the company oron the company by its officers or employees has been noticed or reported during thecourse of our audit.

(xi) In our opinion and according to the information and explanation given to us duringthe course of audit the Company has paid managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V of theAct.

(xii) In our opinion and according to the information and explanation given to usduring the course of audit the company is not a Nidhi company. Therefore clause 3(xii)of the Order are not applicable.

(xiii) In terms of the information and explanations sought by us and given by thecompany and the books and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that transactions with the related parties arein compliance with sections 177 & 188 of the Act where applicable and details of suchtransactions have been disclosed in the Ind AS standalone financial statements as requiredby the applicable accounting standards.

(xiv) In terms of the information and explanations sought by us and given by thecompany and the books and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that the company has not made any preferentialallotment or private placements of shares or fully or partly convertible debentures duringthe year.

(xv) In terms of the information and explanations sought by us and given by the companyand the books and records examined by us in the normal course of audit and to the best ofour knowledge and belief we state that the Company has not entered into non- cashtransaction with directors or persons connected with him. Therefore paragraph 3(xv) Orderis not applicable.

(xvi) In our opinion and according to the information and explanation given to usduring the course of audit the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934.

For Agarwal & Dhandhania
Chartered Accountants
Firm Registration No. 125756W
Sanjay Agarwal
Place : New Delhi (Partner)
Dated : 25th May 2018 Membership No. 078579

ANNEXURE 2 TO THE INDEPENDENT AUDITORS' REPORT

Referred to in our report of even date to the members of Oswal Agro Mills Limited onthe standalone Ind AS financial statements for the year ended 31st March 2018

Report on the internal financial controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls with reference to financial statementsof Oswal Agro Mills Limited ("the Company") as of 31st March 2018 inconjunction with our audit of the Standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for internal financial controls with reference to financialstatements

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal financial controls with reference to financialstatements 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 (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe ICAI. 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 with reference to financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of internal financial controls withreference to financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 withreference to financial statements.

Meaning of internal financial controls with reference to financial statements

A Company's internal financial controls with reference to financial statements 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 controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorizations of management and directors of the Company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

Inherent Limitations of internal financial controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31st March 2018 based on the internal controls over financial reporting criteriaestablished by the Company considering the components of internal controls stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe ICAI.

For Agarwal & Dhandhania
Chartered Accountants
Firm Registration No. 125756W
Sanjay Agarwal
Place : New Delhi (Partner)
Dated : 25th May 2018 Membership No. 078579