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Vegepro Foods & Feeds Ltd.

BSE: 519140 Sector: Industrials
NSE: VEGPROFOOD ISIN Code: INE155O01015
BSE 05:30 | 01 Jan Vegepro Foods & Feeds Ltd
NSE 05:30 | 01 Jan Vegepro Foods & Feeds Ltd

Vegepro Foods & Feeds Ltd. (VEGPROFOOD) - Auditors Report

Company auditors report

To the Members of

M/s VEGEPRO FOODS & FEEDS LIMITED

1. Report on the Financial Statements

We have audited the accompanying standalone financial statements of VEGEPRO FOODS& FEEDS LIMITED ("the Company") which comprises the Balance Sheet as atMarch 31st 2016 the Statement of Profit and Loss and statement of Cash Flow for the yearended March 31 2016 and a summary of significant accounting policies and otherexplanatory information.

2. Management's Responsibility for the Standalone Financial Statements

Management is responsible for the matters stated in Section 134(5) of the CompaniesAct 2013 ('the Act') with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceof the Company in accordance with the Accounting principles generally accepted in Indiaincluding the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgements 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken in to 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 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's directors as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

4. Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Note 2.3 to the financial statements regarding non provision of interest on NCD's.

b) As per Note 2.15 regarding closure of factory indicate the existence of amaterial uncertainty that cast significant doubt about the Company's ability to continueas a going concern. However the financial statements of the Company have been prepared ona going concern basis for the reasons stated in the said Note.

Our opinion is not modified in respect of these matters.

5. Opinion

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 Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2016 and its profit and its cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

6.1 As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

6.2 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 it appears from our examination of those books;

c) The Balance Sheet Statement of Profit and Loss and cash flow statement dealt withby 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 the Section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of section 164 (2) ofthe 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 B" 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 does not have any pending litigations which would impact its financialposition;

(ii) The company did not have any long term contracts including derivative contractsfor which there were any material foreseeable losses;

(iii) Company has an amount required to be transferred to Investor Education &Protection Fund (IEPF) of unpaid share application money of Rs. 2.25 lacs which have notbeen deposited with appropriate authorities.

For S. MANDAL & CO.
Chartered Accountants
FRN : 314188E
Arijit Dutta
Date: 28th May 2016 (Partner)
Place: Kolkata Membership No. : 066223

"Annexure A" to the Independent Auditor's Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of report of even date to the standalone financial statements of the companyfor the year ended March 31 2016; we report that:

3.1 Clause (i):

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

The Company has a programme of verification of Fixed Assets to cover all the items in aphased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programmecertain Fixed Assets were physically verified by the management during the year. Accordingto the information and explanations given to us no material discrepancies were noticed insuch verification.

In our opinion and according to the information and explanations given to us nosubstantial part of the fixed assets has been disposed off during the year and thereforedoes not affect going concern assumption.

3.2 Clause (ii):

There is no Stock in trade (Securities) of the Company hence reconciliation andverification by the company does not arise.

3.3 Clause (iii):

The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Accordingly the paragraph 3(iii) of the order isnot applicable to the company and hence not commented upon.

3.4 Clause (iv):

In respect of loans investments guarantees and security the provisions of section185 and 186 of the Companies Act 2013 have been complied with.

3.5 Clause (v):

According to the information and explanation given to us the company has not accepteddeposits from the public during the financial year under audit. Accordingly the paragraph3(v) of the order is not applicable to the company and hence not commented upon.

3.6 Clause (vi):

In our opinion and according to information and explanation given to us the companydoes not manufacturing any goods and as such the provision related to maintenance of costrecords by the company under sub section (1) of section 148 of Companies Act 2013 for anyof its products as prescribed by Central Government are not applicable.

3.7 Clause (vii):

(a) The company is regular in depositing undisputed statutory dues including providentfund employees' state insurance income-tax sales-tax service tax duty of customsduty of excise value added tax cess and any other statutory dues to the appropriateauthorities.

(b) According to the information and explanations given to us there are no dues ofincome tax or sales tax or service tax or duty of customs or duty of excise or value addedtax which have not been deposited on account of any dispute.

3.8 Clause (viii):

According to the records of the company examined by us and as per the information andexplanation given to us the company has not availed of any loans from any financialinstitution or banks and has not issued debentures. Accordingly the paragraph 3(viii) ofthe order is not applicable to the company and hence not commented upon.

3.9 Clause (ix):

In our opinion and according to information and explanations given to us the companyhas not raised money by way of initial public offer or further public offer (includingdebt instruments) and term loans. Accordingly the paragraph 3(ix) of the order is notapplicable to the company and hence not commented upon.

3.10 Clause (x):

No fraud by the company or any fraud on the Company by its officers or employees hasbeen noticed or reported during the year.

3.11 Clause (xi):

No Managerial remuneration has been paid or provided during the year hence therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act is not applicable to the company.

3.12 Clause (xii):

In our opinion and according to information and explanations given to us clause (xii)of para 3 to Companies (Auditor's Report) Order2016 w.r.t. Nidhi Company is notapplicable to company. Accordingly the paragraph 3(xii) of the order is not applicable tothe company and hence not commented upon.

3.13 Clause (xiii):

In our opinion all transactions with the related parties are in compliance withsections 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the Financial Statements etc. as required by the applicable accountingstandards.

3.14 Clause (xiv):

In our opinion and according to information and explanations given to us clause (xiv)of para 3 to Companies (Auditor's Report) Order2016 w.r.t. Allotment of Securities is notapplicable to company. Accordingly the paragraph 3(xiv) of the order is not applicable tothe company and hence not commented upon.

3.15 Clause (xv)

The company has not entered into any non-cash transactions with directors or personsconnected with him. Accordingly the paragraph 3(xv) of the order is not applicable to thecompany and hence not commented upon.

3.16 Clause (xvi):

The company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934. Accordingly the paragraph 3(xvi) of the order is not applicable to thecompany and hence not commented upon.

For S. MANDAL & CO.
Chartered Accountants
FRN : 314188E
Arijit Dutta
Date: 28th May 2016 (Partner)
Place: Kolkata Membership No. : 066223

"Annexure B" to the Independent Auditor's 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 controls over financial reporting of VEGEPROFOODS & FEEDS LIMITED ("the Company") as of March 31 2016 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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 2016 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 (ICAI).

For S. MANDAL & CO.
Chartered Accountants
FRN : 314188E
Arijit Dutta
Date: 28th May 2016 (Partner)
Place: Kolkata Membership No. : 066223