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Sarveshwar Foods Ltd.

BSE: 535054 Sector: Agri and agri inputs
NSE: SARVESHWAR ISIN Code: INE324X01018
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Sarveshwar Foods Ltd. (SARVESHWAR) - Auditors Report

Company auditors report

TO THE MEMBERS OF SARVESHWAR FOODS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of SARVESHWAR FOODS LIMITED ("theCompany") which comprise the balance sheet as at March 312019 and the statement ofprofit and loss and statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 312019 and its profit and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained 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 mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

There are no key audit matters to communicate

Key Audit Matter Auditor's Response & Principal Audit Procedure
Accounting for Inventory • Testing of design and operating effectiveness of the internal control
• Physical verification of inventory as on 31st March 2019.
• Review the procedure followed by entity for ascertaining the obsolete inventory items.
• Ensuring that appropriate authorization is taken for old and obsolete inventory written off.
• Verification of finished goods valuation
• Variance analysis of inventory
• Substantive checking of purchases.
• Verification of overhead calculation and allocation to Finished goods/semi finished goods inventory

Other information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the director's report managementdiscussion and analysis and report on corporate governance but does not include thefinancial statements and our auditor's report thereon. The director's report managementdiscussion and analysis and report on corporate governance are expected to be madeavailable to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.

When we read the annual report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

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

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 Companies Act 2013 we give in the "Annexure A" a statement on the mattersspecified 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 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account

d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e. On the basis of the written representations received from the directors as on March312019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 from being appointed as a director in terms of Section 164(2) of theAct.

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. There are no pending litigations on Company.

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company

For KRA & Co.

Chartered Accountants

(Firm Registration No.020266N)

Rajat Goyal

Partner

Membership No.: 503150

Place: New Delhi

Date: May 29 2019

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS Of SARVESHWAR FOODS LIMITED (Referred to in Paragraph 1 under theheading of "Report on Other Legal and Regulatory Requirements" of our report ofeven date)

(I) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) In accordance with the phased programme for verification of fixed assets certainitems of fixed assets were physically verified by the management during the year and nomaterial discrepancies were noticed on such verification.

(c) Title deeds of immovable properties are held in the name of the company.

(ii) Stocks of inventories have been physically verified during the year by themanagement. The Company has a perpetual inventory system. In our opinion the frequency ofsuch verification is reasonable. The discrepancies noticed on verification between thephysical stock and the book stock were not material in relation to the operations of theCompany and have been properly dealt with in the books of account.

(iii) The company has granted loan to its subsidiary company Sarveshwar Overseas Ltdwhich is covered in the register maintained under Section 189 of the Companies Act 2013.Terms and conditions of the grant of such loan are not prejudicial to the company'sinterest. The schedule of repayment of principal and payment of interest has beenstipulated. As per the repayment schedule repayment of the said loan was not due duringthe year under audit.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year. Consequently clause (v) of the Order is notapplicable to the Company.

(vi) According to the information and explanations given to us the Company is notrequired to maintain cost records under section 148(1) of the Companies Act 2013.Consequently clause (vi) of the Order is not applicable to the Company.

(vii) According to the information and explanations given to us and on the basis of ourexamination of the books of account in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income-tax Sales-tax Service TaxCustom Duty Excise Duty value added tax GST cess and any other dues during the yearwith the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund EmployeesState Insurance Income-tax Sales-tax Service Tax Custom Duty Excise Duty value addedtax GST cess and other material statutory dues in arrears as at March 312019 for aperiod of more than six months from the date they became payable.

(c) There are no dues of Income-tax Sales- tax Excise Duty GST and Service Tax whichhave not been deposited as on March 312019 on account of disputes with the relatedauthorities.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to financial institutions or banks.The Company does not have any outstanding debentures.

(ix) In our opinion and according to the information and explanations given to us theCompany has not availed any term loans during the year. The Company has not made aninitial public offer during the year. Consequently clause (ix) of the Order is notapplicable to the Company.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid Managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V of the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause (xii) of the Order is not applicableto the Company.

(xiii) In our opinion and according to the information and explanations given to usall transactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 and corresponding details have been disclosed in the financialstatements as required by the applicable Accounting Standards.

(xiv) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year. Accordingly requirement under clause (xiv)is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into non-cash transactions with directors or persons connectedwith him. Accordingly requirement under clause (xv) is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For KRA & Co.

Chartered Accountants

(Firm Registration No.020266N)

Rajat Goyal

Partner

Membership No.: 503150

Place: New Delhi

Date: May 29 2019

ANNEXURE “B” TO THE INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF SARVESHWAR FOODS LIMITED

(Referred to in Paragraph 2 point (f) under the heading of “Report on Other Legaland Regulatory Requirements” of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal nancial controls over nancial reporting of SARVESHWARFOODS LIMITED (“the Company”) as at March 31 2019 in conjunction with ouraudit of the standalone nancial 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 internalnancial controls based on the internal control over nancial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India. These responsibilities include thedesign implementation and maintenance of adequate internal nancial controls that wereoperating effectively for ensuring the orderly and ef cient 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 nancial information as required under theCompanies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal nancial controlsover nancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial

Reporting (the “Guidance Note”) issued by Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal nancial controls ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalnancial controls over nancial reporting was 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 nancial controls system over nancial reporting and their operatingeffectiveness. Our audit of internal nancial controls over nancial reporting includedobtaining an understanding of internal nancial controls over nancial reporting assessingthe risk that a material weakness exists and testing and evaluating the design andoperating 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 nancial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is suf cient and appropriate toprovide a basis for our audit opinion on the Company's internal nancial controls systemover nancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal nancial control over nancial reporting is a process designed toprovide reasonable assurance regarding the reliability of nancial reporting and thepreparation of nancial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal nancial control over nancialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly re ect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of nancial 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 nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal nancial controls over nancialreporting 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 nancial controls over nancialreporting to future periods are subject to the risk that the internal nancial control overnancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanation givento us the Company has in all material respects an adequate internal nancial controlssystem over nancial reporting and such internal nancial controls over nancial reportingwere operating effectively as at March 31 2019 based on the internal control overnancial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India.

For KRA & Co.

Chartered Accountants

(Firm Registration No.020266N)

Rajat Goyal

Partner

Membership No.: 503150

Place: New Delhi

Date: May 29 2019