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Vidhi Specialty Food Ingredients Ltd.

BSE: 531717 Sector: Industrials
NSE: VIDHIING ISIN Code: INE632C01026
BSE 00:00 | 25 Feb 64.80 0
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65.65

HIGH

65.65

LOW

64.80

NSE 00:00 | 25 Feb 65.00 0
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65.05

HIGH

65.50

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OPEN 65.65
PREVIOUS CLOSE 64.80
VOLUME 1613
52-Week high 87.90
52-Week low 51.05
P/E 10.22
Mkt Cap.(Rs cr) 323
Buy Price 62.00
Buy Qty 1.00
Sell Price 65.65
Sell Qty 50.00
OPEN 65.65
CLOSE 64.80
VOLUME 1613
52-Week high 87.90
52-Week low 51.05
P/E 10.22
Mkt Cap.(Rs cr) 323
Buy Price 62.00
Buy Qty 1.00
Sell Price 65.65
Sell Qty 50.00

Vidhi Specialty Food Ingredients Ltd. (VIDHIING) - Auditors Report

Company auditors report

To the Members of Vidhi specialty Food Ingredients Limited (Formerly known as Vidhidyestuffs Manufacturing Limited) report on the Ind As Financial statements

We have audited the accompanying Ind AS Financial Statements of Vidhi Specialty FoodIngredients Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including other comprehensive income) theStatement of Cash Flow the Statement of Changes in Equity for the year then ended asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "Ind AS Financial Statements").

Management's responsibility for the 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 preparationand presentation of these Ind AS financial statements that give a true and fair view ofthe financial position (state of affairs) Profit or Loss (financial performance includingother comprehensive income) cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (Ind AS) specified under section 133 of the Act and relevant rulesissued there under.

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 controls that were operating effectively for ensuring theimplementation and maintenance of adequate internal financial accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS 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 Ind AS financial statements basedon our audit.

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

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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Ind AS financial statements. The procedures selected depend on theAuditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the Ind AS financial statements.

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

Basis for Qualified Opinion

The Provision for gratuity as required as per Ind AS 19 "Employee Benefits"has not been made in current and preceding year. The Impact of same cannot be ascertainedin absence of audit evidence (Actuarial Report) which constitutes a departure from the IndAS 19 - "Employee Benefits". Consequently the employee cost are understated andother equity are overstated for the current year.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the matter described in the Basis for Qualified Opinion paragraphabove the aforesaid IndAS 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 of the state of affairs of the Company as at 31stMarch 2018 its profit (including other comprehensive income) and its cash flowsand 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 of India in terms of sub-section (11) of Section 143 ofthe Act we give in the "Annexure 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 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 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Cash Flow and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account;

d. In our opinion the aforesaid Ind AS financial statements comply with the AccountingStandards specified under section 133 of the Act and relevant rules issued there under;

e. On the basis of written representations received from the Directors as on 31st March2018 and taken on record by the Board of Directors none of the Directors is disqualifiedas on 31st March 2018 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 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 beincluded in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our information and according tothe explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial Statements Refer Note 27 on Contingent Liabilities to theInd AS financial statements;

(ii) There are neither long-term contracts nor derivative contracts and hence noprovision is required resulting into material foreseeable losses under the applicable lawor accounting standards; (iii) There has been no delay in transferring amounts requiredto be transferred to the Investor Education and Protection Fund by the Company.

For JMR & Associates
Chartered Accountants
Firm Registration No.: 106912W
Nikesh Jain
Place: Mumbai Partner
Date: May 23 2018 Membership No.: 114003

"Annexure A" to Independent Auditors' report

[Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditor's Report of even date to the members of VidhiSpecialty Food Ingredients Limited on the financial statements for the year ended 31stMarch 2018] we report that:

(i) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us all the fixed assets have not been physically verified by themanagement during the year but there is regular programme of verification which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.

(c) According to information & explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties asreflected under the head property plant & equipment are held in the name of theCompany.

(ii) In respect of Inventories:

As explained to us inventories have been physically verified during the year by themanagement and in our opinion the frequency of verification is reasonable. In our opinionand on the basis of our examination of the records the Company is generally maintainingproper records of its inventories. No material discrepancy was noticed on such physicalverification of stocks.

(iii) As informed the Company has not granted any loan secured or unsecured tocompanies firms or other parties covered in the register maintained under section 189 ofthe Act and accordingly the provisions of Clause (iii) (a) to (c) of Paragraph 3 of theOrder are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has not given any loan made any investment provided any guarantee or providedany security during the year. Accordingly Paragraph 3(iv) of the order is not applicableto the Company.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the public as per the provisions of Section 73 to 76 of the Actand rules framed thereunder and accordingly the provisions of Clause (v) of Paragraph 3of the Order is not applicable to the Company.

(vi) According to the information and explanation given to us Central Government hasnot prescribed the maintenance of cost records under section (1) of Section 148 of theAct for any of the services rendered by the company.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and according to therecords of the Company examined by us in our opinion the Company is generally regular indepositing with the appropriate authorities undisputed statutory dues including ProvidentFund ESIC Service Tax Custom duty Excise duty Value Added Tax Central Sales TaxGoods and Services Tax Cess and any other material statutory dues wherever applicable.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund ESIC Service Tax Custom duty Excise duty ValueAdded Tax Central Sales Tax Goods and Services Tax Cess and any other statutory dueswere in arrears as at 31st March 2018 for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanation given to us there are no duesoutstanding in respect of Provident Fund ESIC Service Tax Custom duty Excise dutyValue Added Tax Central Sales Tax Goods and Services Tax Cess and any other statutorydues which has not been deposited on account of any dispute except the following:

Name of the statute Nature of the dues Amount Period to which the amount relates Forum where dispute is pending
Central Sales Tax Act 1956 Central Sales Tax 868350 2005-06 Central Sales Tax Appellate Authority
Value Added Tax Act 2002 Value Added Tax 288377 2012-13 Value Added Tax Appellate Authority
Value Added Tax Act 2002 Value Added Tax 36839 2013-14 Value Added Tax Appellate Authority
Central Sales Tax Act 1956 Central Sales Tax 358975 2013-14 Central Sales Tax Appellate Authority

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to banks. Further the Company doesnot have any dues payable to Financial Institutions or Debenture Holders.

(ix) Based on our audit procedures and on the information and explanations given to usthe Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and through term loans during the year. Accordingly clause 3(ix) of the Order is not applicable to the Company.

(x) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid / provided inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly Clause (xii) of Paragraph 3 of the Order isnot applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Ind AS financial statements as required by theapplicable Accounting

Standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with the directors. Accordingly Clause(xv) of Para 3 of the Order 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. Accordingly clause 3 (xvi) of the Order is not applicable to theCompany.

For JMR & Associates
Chartered Accountants
Firm Registration No.: 106912W
Nikesh Jain
Place: Mumbai Partner
Date: May 23 2018 Membership No.: 114003

"Annexure B" Independent Auditors' report

[Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditor's Report of even date to the members of VidhiSpecialty Food Ingredients Limited on the financial statements for the year ended 31stMarch 2018]

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 VidhiSpecialty Food Ingredients Limited ("the Company") as of 31st March2018 in conjunction with our audit of the Ind AS Financial Statements of the Company forthe year ended on that 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 stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting (the "GuidanceNote") 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 Act.

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorisations of management and Directors of the Company; and

3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial 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 31 st March 2018based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote issued by the ICAI.

For JMR & Associates
Chartered Accountants
Firm Registration No.: 106912W
Nikesh Jain
Place: Mumbai Partner
Date: May 23 2018 Membership No.: 114003