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Auditor Report of Agro Tech Foods Ltd.

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2022, 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 ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.

No.

Key Audit Matter Auditor’s Response

1

Revenue recognition - Sale of goods We have performed the following principal audit Refer Note 3 (h) "Revenue Recognition" of the pr°cedures in relafion to reveme recognised N^toh Standalone Financial Statements under in^ude acomb.ination festing internal controls and Significant Accounting Policies. substantive testing as under:

Revenue from sale of goods is recognised when * Assessing the appropriateness of the Company''s control of the products being sold is transferred accounting Policies ''n lin© to the customer, which is mainly upon delivery with4. Ind A^ 115.(.Revenue from Contracts with and when there are no longer any unfulfilled Customers ) and testing thereof. obligations. * Evaluating the integrity of the general information

The timing of revenue recognition is relevant to and technology contro environment and the reported performance of the Company. The testing the opetrating effectiveness of key IT Management considers revenue as a key application controls.

measure for evaluation of performance. There is * Understanding the revenue recognition process, a risk of revenue being recorded before control evaluating the design and implementation of is transferred. Company''s controls in respect of revenue

recognition.

* Testing the effectiveness of such controls over revenue cut-off at year end.

• Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year end, including examination of credit notes issued subsequent to the year end to determine whether revenue was recognised in correct period.

• Performing analytical procedures on current year revenue based on monthly trends and where appropriate, conducting further enquiries and testing.

2 Assessment of impairment in the investment in a

We have performed the following principal audit

subsidiary

procedures in relation to assessment of impairment

The Company has investments in subsidiaries and the Management assessed that there are

of investment in Agro Tech Foods (Bangladesh) Pvt. Ltd:

impairment indicators in respect of its investment

• Assessed whether the methodology established

in Agro Tech Foods (Bangladesh) Pvt. Ltd.

by Management to identify indicators of

Accordingly, the Management estimated the

impairment, identifying the Cash Generating Unit

recoverable value of investment in Agro Tech

(CGU) to which such investment belongs, and the

Foods (Bangladesh) Pvt. Ltd., the carrying value

quantification thereof was appropriate.

of which as at March 31, 2022 is '' 202.65 million.

• Evaluated the design and implementation of

The evaluation of the recoverable amount

control relating to Management''s estimation of

involves determination of the most appropriate

recoverable amount of the CGU.

valuation method and the inputs used in the

• Evaluated the Management''s valuation method

valuation model (also refer Note 7 of the

used, and the accuracy of the inputs used in the

standalone financial statements).

model to determine the recoverable value.

• Evaluated the inputs used to assess their reasonableness, tested the sensitivity of the recoverable value to the change in the inputs used and tested the arithmetical accuracy of the model.

Information Other than the Financial Statements and Auditor’s Report Thereon

• The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Report of the Directors and Management Discussion & Analysis, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.

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

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone 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''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated

in our report because the adverse consequences of

doing so would reasonably be expected to outweigh

the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of 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 the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / provided by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and 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 financial position in its standalone financial statements;

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

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

iv. (a) The Management has represented that, to the

best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-

clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

As stated in the Note under the Statement of Changes in Equity, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with Section 123 of the Act, as applicable.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(F.R.N. 117366W/W-100018)

Sumit Trivedi

Partner

Membership No. 209354

UDIN: 22209354AHZZYA3029

Place : Secunderabad

Date : April 28, 2022


Mar 31, 2019

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Agro Tech Foods Limited (“the Company”), which comprise the standalone balance sheet as at 31 March 2019, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained 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 most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matters

Revenue Recognition

See note 3(g) and 22 to the standalone financial statements

The key audit matter

The principal products of the Company comprises food products which are mainly sold through distributors, modern trade and direct sale channels amongst others. Revenue is recognised when the customer obtains control of the goods, and is measured net of trade discounts and volume rebates.

We identified revenue recognition as a key audit matter because there is a risk of revenue being overstated due to fraud resulting from the pressure management may feel to achieve performance targets at the year end. The Company focuses on revenue as a key performance indicator, which could create an incentive for revenue to be recognised before control has been transferred.

How the matter was addressed in our audit

In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

1. We assessed the appropriateness of the revenue recognition accounting policies, including those relating to rebates and discounts, by comparing with applicable accounting standards.

2. We evaluated the design of controls and operating effectiveness of the relevant controls with respect to revenue recognition and accounting for sales incentive arrangements on selected transactions.

3. We performed substantive testing by selecting samples of revenue transactions recorded during the year by verifying the underlying documents.

4. We carried out analytical procedures on revenue recognised during the year to identify unusual variances.

5.

6.

7.

8.

We performed confirmation procedures on selected customer balances at the balance sheet date.

We tested, on a sample basis, specific revenue transactions recorded before and after the financial year end date to determine whether the revenue had been recognised in the appropriate financial period.

Tested year-end accruals for sales incentives from the underlying documentation on a sample basis. We tested manual journal entries posted to revenue to identify unusual items.

Tax litigations - provisions and contingencies

See note 31 to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company is involved in several ongoing direct

In view of the significance of the matter we applied

and indirect tax litigations in various states of India.

the following audit procedures in this area, among

The Company recognises a provision when it has a

others to obtain sufficient appropriate audit

present obligation (legal or constructive) as a result

evidence:

of a past event, it is probable that an outflow of

1.

We tested the effectiveness of controls around

resources embodying economic benefits will be

the recording and assessment of tax provisions

required to settle the obligation and a reliable

and contingent liabilities.

estimate can be made of the amount of the

2.

We used our own local tax specialists to assess

obligation.

the value of the provisions and contingent

A disclosure for contingent liabilities is made where

liabilities in light of the nature of the exposures,

there is a possible obligation or a present obligation

applicable regulations and related

that may probably not require an outflow of

correspondences with the authorities.

resources. When there is a possible or a present

3.

We assessed the relevant historical and recent

obligation where the likelihood of outflow of

judgments passed by the court authorities as well

resources is remote, no provision or disclosure is made.

as obtained formal confirmations from the

We have identified tax litigations, provisions and

external counsel, where appropriate;

contingencies as a key audit matter because it

4.

Discussed the open cases with the legal head of

requires the management to make judgements and

the Company to assess the reasonableness of the

estimates in relation to the exposure arising out of

provision or contingency; and

litigations. The key judgement lies in the estimation

5.

Considered the adequacy of the Company’s

of provisions where they may differ from the future

disclosures made in relation to taxation related

obligations. The Company operates under several

provisions and contingencies in the financial

tax laws and some of these have a significant impact

statements.

on the financial statements of the Company.

Impairment of investments in subsidiaries

See note 6 to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company has significant investments in

In view of the significance of the matter we applied

subsidiaries which are recorded at cost.

the following audit procedures in this area, among

others to obtain sufficient appropriate audit

We considered impairment of investments in

evidence:

subsidiaries as a key audit matter due to their

1.

We tested the design of controls over the review

materiality in the context of the financial statements.

of the impairment analysis for investments;

Further, management applies judgement in

2.

We assessed management’s assessment of

indications of impairment for reasonableness;

evaluating whether indicators of impairment are present and if yes, in assessing the future performance and prospects of the respective subsidiary and in determining the appropriate discounting rate.

3. We assessed the management review control over the cash flow forecasts including inspecting the internal and external factors taken into consideration in preparing the forecasts.

4. We assessed the assumptions used in the net cash flow analysis and the discounting rate based on our knowledge of the entity and the markets in which the entity operates.

5. Assessed the reliability of cash flow forecasts through a review of actual past performance and comparison to previous forecasts.

6. We considered the adequacy of disclosures in respect of the investment in subsidiaries in the financial statements.

Accuracy of estimation from the fire accident at a factory in Unnao and related consequences:

See note 34 to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

On 04 November 2018, a fire broke out at one of the

In view of the significance of the matter we applied

manufacturing facilities of the Company which

the following audit procedures in this area, among

caused damage to the Company’s property, plant,

others to obtain sufficient appropriate audit

equipment and inventory.

evidence:

The Company was insured for fire incidents including

1. Inquired management about the losses incurred

property, plant and equipment, inventories and

and recognised, and the status of the claims

business interruption and has applied for the claim.

made to the insurance companies. We also inspected the correspondences made to the

The recognition of the claim involves significant

insurance company by the Company with

judgement. Since the claim is under progress, the

respect to the status of the claim.

Company restricted the recognition of the claim to .

the extent of book value of the assets lost, that were

2. Assessed the timing and adequacy of the claim

covered under the insurance policy.

income recognition from the insurance companies. We have checked that the Company has recognised the insurance claim receivable to the extent of book value of the assets lost, that were covered under the insurance policy.

3. We have verified the on account payments received by the Company, pending settlement of the claim.

4. We also assessed the adequacy of the disclosures (in note 34) made in relation to the said matter in the financial statements.

Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates th at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone 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’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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 Section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) 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 best of 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 the Company so far as it appears from our examination of those books;

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Ind A S specified under Section 133 of the Act with relevant Rules issued thereunder;

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 on its financial position in its standalone financial statements - Refer Note 31 to the standalone financial statements;

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

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

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2019.

(C) With respect to the matter to be included in the Auditors’ Report under Section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid / provided by the company to its directors during the current year is in accordance with the provisions of Section 197 read with Schedule V of the Act. The remuneration paid / provided to one director was in excess of the limit laid down under Section 197 read with Schedule V of the Act, which was approved in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

The Annexure A referred to in the Independent Auditor’s Report of even date, on the standalone financial statements, to the Members of Agro Tech Foods Limited (‘the Company’) for the year ended 31 March 2019. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 4 on fixed assets to the standalone financial statements, are held in the name of the Company.

(ii) The inventories, except goods-in-transit, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraph 3(iii)(a), (b) and (C) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act, with respect to the investments made. The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and Rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees’ state insurance, Income-tax, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in a few cases. Refer note 43 to the standalone financial statements relating to provident fund contribution.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues of Goods and Service tax and Duty of custom which have not been deposited with appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income- tax, Sales tax, Service tax, Duty of excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of Dues

Amount in* (Rs. Million)

Period to which the amount relates

Forum where the dispute is pending

Central Excise Act, 1944

Excise Duty

27.10

2009 - 2012

Central Excise and Service Tax Appellate Tribunal, Hyderabad

Andhra Pradesh General Sales Tax Act, 1956

Sales Tax

0.10

1997 - 1998

Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959

Sales Tax

0.26

2002 - 2003

Assistant Commissioner (Appeals), Commercial Taxes, Chennai

West Bengal Sales Tax Act, 1994

Sales Tax

0.72

2001 - 2002

Sales Tax Appellate Tribunal, Kolkata

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

4.39

2009 - 2010

Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

Bihar Sales Tax Act, 1981

Sales Tax

0.62

2001 - 2002

Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna

Delhi Sales Tax Act, 1975 and Central Sales Tax Act, 1956

Sales Tax and CST

0.95

1.64

2003 - 2004

2004 - 2005

Additional Commissioner, Commercial Taxes, Delhi

Gujarat Sales Tax Act, 1970

Sales Tax

0.12

1998 - 1999

Deputy Commissioner of Sales Tax (Appeals), Ahmedabad

0.12

1999 - 2000

Sales Tax Appellate Tribunal, Ahmedabad

The Rajasthan Entry Tax -Goods Act, 1999

Entry Tax

36.86

2002 - 2004

Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

0.36

2009 - 2010

Superintendent of Taxes, Unit D, Guwahati

The Finance Act, 1994

Service Tax

6.22

2010-2011 to 2014-2015

Central Excise and Service Tax Appellate Tribunal, Hyderabad

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax

3.18

2013-2014

Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

Uttar Pradesh Value Added Tax Act, 2008

Value Added Tax

0.10

2014-2015

Deputy Commissioner Appeals, Ghaziabad

Central Excise Act, 1944

Excise Duty

2.00

2015-2016

Central Excise and Service tax Appellate Tribunal, Ahmedabad

West Bengal Value Added Tax Act, 2003

Value Added Tax

3.56

2014-15

Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

The Rajasthan Entry Tax - Goods Act, 1999

Entry Tax

5.47

2008 - 2009

Appellate Authority III, Commercial Tax, Jaipur

Central Excise Act, 1944

Excise Duty

0.46

2012-13

Joint Commissioner (Appeals), Dehradun

West Bengal Value Added Tax Act, 2003

Value Added Tax

1.36

2015-16

Senior Joint Commissioner, West Bengal

Income-tax Act, 1961

Income-tax

12.88

AY 2010-2011

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

28.31

AY 2011-2012

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

16.59

AY 2012-2013

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

10.96

AY 2013-2014

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

75.33

AY 2016-2017

Assistant Commissioner of Income TaxCircle 1(1), Hyderabad

*net of deposits

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers. The Company does not have any loan or borrowings from any financial institution or government, nor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Note 38 to the standalone financial statements as required by the applicable accounting standards.

(xiv)The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with the directors or person connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of Agro Tech Foods Limited (“the Company”) as of 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2019, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to Standalone Financial Statements

A company’s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to Standalone financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

for B S R & Associates LLP

Chartered Accountants

ICAI Firm’s Registration No. 116231W/W-100024

Vikash Somani

Partner

Membership No: 061272

Place: Gurugram

Date: 24 April 2019


Mar 31, 2018

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Agro Tech Foods Limited (‘the Company’), which comprise the balance sheet as at 31 March 2018, the statement of profit and loss (including other comprehensive income), the statement of changes in equity, the statement of cash flow for the year then ended, and summary of the significant accounting policies and other explanatory information (collectively referred to as the ‘standalone Ind AS financial statements’).

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant Rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind As financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31 March 2018, its profit (financial performance including other comprehensive income), changes in equity and its cash flows 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 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the 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 best of 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 the Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss including other comprehensive income, the statement of changes in equity and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under Section 133 of the Act, read with relevant Rules issued thereunder;

e) on the basis of the written representations received from the directors as on 31 March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018, from being appointed as a director in terms of Section 164(2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations as at 31 March 2018 on its financial position in Note 34 to the standalone Ind AS financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

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

iv. the disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 201 8. However amounts as appearing in the audited standalone financial statements for the year ended 31 March 2017 have been disclosed.

The Annexure A referred to in the Independent Auditor’s Report of even date, on the standalone Ind AS financial statements, to the Members of Agro Tech Foods Limited (‘the Company’) for the year ended 31 March 2018. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 4 on fixed assets to the standalone Ind AS financial statements, are held in the name of the Company.

(ii) The inventories, except goods-in-transit, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act, with respect to the investments made. The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and Rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees’ state insurance, Income-tax, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and Service tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues of Goods and Service tax and Duty of custom which have not been deposited with appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income- tax, Sales tax, Service tax, Duty of excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of Dues

Amount in* (Rs. Million)

Period to which the amount relates

Forum where the dispute is pending

Central Excise Act, 1944

Excise Duty

1.32

2010-2011 and

2011-2012

Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise Duty

27.10

2009 - 2012

Central Excise and Service Tax Appellate Tribunal, Bangalore

Andhra Pradesh General Sales Tax Act, 1956

Sales Tax

0.10

1997 - 1998

Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959

Sales Tax

0.26

2002 - 2003

Assistant Commissioner (Appeals), Commercial Taxes, Chennai

West Bengal Sales Tax Act, 1994

Sales Tax

0.72

2001 - 2002

Sales Tax Appellate Tribunal, Kolkata

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

4.39

2009 - 2010

Appellate & Revisional Board, West Bengal Commercial Taxes, Kolkata

Bihar Sales Tax Act, 1981

Sales Tax

0.62

2001 - 2002

Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna

Delhi Sales Tax Act, 1975 and Central Sales Tax Act, 1956

Sales Tax and CST

0.95

2003 - 2004

Additional Commissioner, Commercial Taxes, Delhi

1.64

2004 -2005

Additional Commissioner, Commercial Taxes, Delhi

Uttar Pradesh Sales Tax Act, 1948

Sales Tax and CST

0.85

2003 - 2004

Deputy Commissioner, Commercial Taxes, Ghaziabad

Gujarat Sales Tax Act, 1970

Sales Tax

0.12

1998 - 1999

Deputy Commissioner of Sales Tax (Appeals), Ahmedabad

0.12

1999 - 2000

Sales Tax Appellate Tribunal, Ahmedabad

The Rajasthan Entry Tax-Goods Act, 1999

Entry Tax

36.86

2002 - 2004

Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

0.36

2009 - 2010

Superintendent of Taxes, UNIT D, Guwahati

Rajasthan Sales Tax Act, 1954

Central Sales Tax

0.34

2001-2002

Commercial Taxes Officer, Dungarpur

The Finance Act, 1994

Service Tax

6.22

2010-2011 to 2014-2015

Central Excise and Service Tax Appellate Tribunal, Hyderabad

The Uttarakhand VAT Act, 2005

Value Added Tax

0.39

2015-2016

Joint Commissioner (Appeal), Dehradun

The Bihar VAT Act, 2005

Value Added Tax

0.06

2013-2014

Joint Commissioner (Appeals), Bihar

The Bihar VAT Act, 2005

Value Added Tax

0.25

2014-2015

Joint Commissioner (Appeals), Bihar

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

3.51

2013-2014

Additional Commissioner of Sales Tax, Kolkata

Uttar Pradesh Value Added Tax Act, 2008

Value Added Tax

0.10

2014-2015

Deputy Commissioner Appeals, Ghaziabad

Central Excise Act, 1944

Excise Duty

2.00

2015-2016

Central Excise and Service tax Appellate Tribunal, Ahmedabad

West Bengal Value Added Tax Act, 2003

Value Added Tax

4.17

2014-2015

Commissioner of Commercial Taxes, Kolkata

Central Sales Tax Act, 1956

Central Sales Tax

5.68

2013-2014

Additional Commissioner, Commercial Taxes, Ghaziabad

The Rajasthan Entry Tax - Goods Act, 1999

Entry Tax

5.47

2008-2009

Appellate Authority III, Commercial Tax, Jaipur

Income-tax Act, 1961

Income-tax

14.67

AY 2010-2011

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

28.31

AY 2011-2012

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

16.59

AY 2012-2013

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income-tax

10.96

AY 2013-2014

Income Tax Appellate Tribunal, Hyderabad

*net of deposits

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers. The Company does not have any loan or borrowings from any financial institution or government, nor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Note 39 to the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv)The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with the directors or person connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Agro Tech Foods Limited (‘the Company’) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with 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 be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

for B S R & Associates LLP

Chartered Accountants

ICAI Firm’s Registration Number:116231W/W-100024

Vikash Somani

Partner

Membership No: 061272

Place: Gurugram

Date: 25 April 2018


Mar 31, 2017

INDEPENDENT AUDITORS'' REPORT ON THE STANDALONE FINANCIAL STATEMENTS TO THE MEMBERS OF AGRO TECH FOODS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the ''standalone financial statements'').

Management''s Responsibility for the Standalone

Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017, and its profit and its cash flows 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 of Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the ''Annexure A'' a statement on the matters specified in paragraphs 3 and 4 of the 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 best of 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 the Company 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 Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on 31 March

2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''; and

g) with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2017 on its financial position in Note 2.27 and 2.46 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2017; and

iv. The Company did not have any holdings or dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 - refer Note 2.49 to the standalone financial statements.

The Annexure-A referred to in the Independent Auditor''s Report of even date, on the standalone financial statements, to the Members of Agro Tech Foods Limited (''the Company'') for the year ended 31 March 2017. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 2.9 on fixed assets to the standalone financial statements, are held in the name of the Company.

(ii) The inventories, except goods-in-transit, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act, with respect to the investments made. The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and Rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Service tax, Duty of customs, Duty of excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Income tax, Sales tax, Service tax, Duty of custom, Duty of excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Name of the Statute

Nature of Dues

Amount in* (Rs. Million)

Period to which the amount relates

Forum Where the dispute is pending

Central Excise Act, 1944

Excise Duty

1.32

2010-2011 and

2011-2012

Central Excise and Service Tax Appellate Tribunal, New Delhi

Excise Duty

27.10

2009 - 2012

Central Excise and Service Tax Appellate Tribunal, Bangalore

Andhra Pradesh General Sales Tax Act, 1956

Sales Tax

0.10

1997 - 1998

Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959

Sales Tax

0.26

2002 - 2003

Assistant Commissioner (Appeals), Commercial Taxes, Chennai

West Bengal Sales Tax Act, 1994

Sales Tax

0.72

2001 - 2002

Sales Tax Appellate Tribunal, Kolkata

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

4.39

2009 - 2010

Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

3.49

2010-2011

Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

Bihar Sales Tax Act, 1981

Sales Tax

0.62

2001-2002

Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna

2.26

2002 - 2003

Sales Tax Appellate Tribunal, Patna

Delhi Sales Tax Act, 1975 and Central Sales Tax Act, 1956

Sales Tax and CST

0.95

2003 - 2004

Additional Commissioner, Commercial Taxes, Delhi

1.64

2004 - 2005

Additional Commissioner, Commercial Taxes, Delhi

Uttar Pradesh Sales Tax Act, 1948

Sales Tax and CST

0.85

2003 - 2004

Deputy Commissioner, Commercial Taxes, Ghaziabad

Uttar Pradesh Value Added Tax Act, 2008

Value Added Tax

63.53

2007 - 2008

Deputy Commissioner, Ghaziabad

Bombay Sales Tax Act, 1958

Sales Tax

0.63

2002 - 2003

Joint Commissioner of Sales Tax (Appeals), Mumbai

Gujarat Sales Tax Act, 1970

Sales Tax

0.12

1998 - 1999

Deputy Commissioner of Sales Tax (Appeals), Ahmedabad

0.12

1999 - 2000

Sales Tax Appellate Tribunal, Ahmedabad

Kerala Value Added Tax Act, 2005

Value Added Tax

0.94

2010 - 2011

Deputy Commissioner (Appeal), Kochin

The Rajasthan Entry Tax - Goods Act, 2003

Entry Tax

36.86

2002 - 2004

Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

0.36

2009 - 2010

Superintendent of Taxes, UNIT D, Guwahati

The Rajasthan Entry Tax - Goods Act, 2003

Entry Tax

99.58

2008-2009 to 2012-2013,

Tax Board, Ajmer

Rajasthan Sales Tax Act, 1954

Central Sales Tax

0.34

2001-2002

Commercial Taxes Officer, Dungarpur

The Finance Act, 1994

Service Tax

6.22

2010-2011 to 2014-2015

Commissioner Appeals, Hyderabad

The Uttarakhand VAT Act, 2005

Value Added Tax

0.39

2015-2016

Joint Commissioner Appeal, Dehradun

The Bihar VAT Act, 2005

Value Added Tax

0.06

2013-2014

Joint Commissioner (Appeals), Bihar

The Bihar VAT Act, 2005

Value Added Tax

0.25

2014-2015

Joint Commissioner (Appeals), Bihar

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956

Value Added Tax and Central Sales Tax

3.51

2013-2014

Additional Commissioner of Sales Tax, Kolkata

Uttar Pradesh Value Added Tax Act, 2008

Value Added Tax

0.10

2014-2015

Deputy Commissioner Appeals, Ghaziabad

Income-tax Act, 1961

Income tax

24.16

AY 2010-2011

Income Tax Appellate Tribunal, Hyderabad and Commissioner of Income tax (Appeals), Hyderabad

Income-tax Act, 1961

Income tax

28.31

AY 2011-2012

Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961

Income tax

16.59

AY 2012-2013

Income Tax Appellate Tribunal, Hyderabad

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers. The Company does not have any loan or borrowings from any financial institution or government, nor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has applied to the Central Government of India for the approval for payment of managerial remuneration in excess of limits as mandated by the provision of Section 197 read with Schedule V to the Act. Pending Central Government''s approval, the Company has accrued liability but not paid the excess managerial remuneration. Payment made towards managerial remuneration as at 31 March 2017 is within the limit as prescribed under Section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in Note 2.34 to the standalone financial statements as required under Accounting Standard (AS) 18, Related party disclosures specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with the directors or person connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of Agro Tech Foods Limited (''the Company'') as of 31 March 2017 in conjunction with our audit of the standalone financial 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 internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with 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 be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, those issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that:

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & Associates LLP

Chartered Accountants

ICAI Firm''s Registration No. 116231W/W-100024

Sriram Mahalingam

Place: Hyderabad Partner

Date: 03 May 2017 Membership No. 049642


Mar 31, 2016

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the ''standalone financial statements'').

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made thereunder, to the extent applicable.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows 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 of Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the ''Annexure A'' a statement on the matters specified in paragraphs 3 and 4 of the 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 best of 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 the Company 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 Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on 31 March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016, from being appointed as a director in terms of Section 164(2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure B''; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2016 on its financial position in its financial statements – Refer Note 2.27 and 2.47 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2016.

The Annexure-A referred to in the Independent Auditors'' Report of even date, on the Standalone Financial Statements, to the Members of Agro Tech Foods Limited (''the Company'') for the year ended 31 March 2016. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b)The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties, as disclosed in Note 2.9 on fixed assets to the financial statements, are held in the name of the Company.

(ii) The inventories, except goods-in-transit have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act, with respect to the investments made. The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and Rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii)(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales- tax, Service tax, Duty of customs, Duty of excise, Value added tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income-tax, Sales- tax, Service tax, Duty of customs, Duty of excise, Value added tax and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax, Duty of custom, Duty of excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Period to which Amount in* Name of the Statute Nature of Dues the amount (Rs, Million) relates

2010-11 and Excise Duty 1.32 2011-12 Central Excise Act, 1944 Excise Duty 27.10 2009 – 12

Andhra Pradesh General Sales Tax Act, Sales Tax 0.10 1997 – 98 1956

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 3.52 2005 - 06 and 2006 - 07

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 – 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 – 02

West Bengal Value Added Tax Act, 2003 Value Added Tax and 4.43 2009 – 10 and Central Sales Tax Act, 1956 Central Sales Tax

West Bengal Value Added Tax Act, 2003 Value Added Tax and 3.49 2010-11 and Central Sales Tax Act, 1956 Central Sales Tax

Bihar Sales Tax Act, 1981 Sales Tax 0.62 2001 – 02

2.26 2002 – 03

Delhi Sales Tax Act, 1975 and Central Sales Sales Tax and 0.95 2003 – 04 Tax Act, 1956 Central Sales Tax 1.64 2004 – 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax and 0.85 2003 – 04 Central Sales Tax

Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 63.53 2007 – 08

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 – 03

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1998 – 99

0.12 1999 - 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.94 2010 – 11

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 36.86 2002 – 04

The Assam Value Added Tax Act, 2003 Value Added Tax and 0.36 2009 – 10 and Central Sales Tax Act, 1956 Central Sales Tax

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 99.58 2008-09 to 2012-13

Rajasthan Sales Tax Act, 1954 Central Sales Tax 0.34 2001-02

Income-tax Act, 1961 Income tax 53.60 AY 2010-11

Income-tax Act, 1961 Income tax 28.31 AY 2011-12



Name of the Statute Forum Where the dispute is pending

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Andhra Pradesh General Sales Tax Act, Central Excise and Service Tax Appellate Tribunal, Bangalore

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Sales Tax Appellate Tribunal, Hyderabad

West Bengal Sales Tax Act, 1994 Assistant Commissioner (Appeals), Commercial Taxes, Chennai

West Bengal Value Added Tax Act, 2003 Sales Tax Appellate Tribunal, Kolkata and Central Sales Tax Act, 1956

West Bengal Value Added Tax Act, 2003 Appellate &Revisional Board, West Bengal and Central Sales Tax Act, 1956 Commercial Taxes, Kolkata

Bihar Sales Tax Act, 1981 Appellate &Revisional Board, West Bengal Commercial Taxes, Kolkata

Delhi Sales Tax Act, 1975 and Central Sales Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna Tax Act, 1956

Uttar Pradesh Sales Tax Act, 1948 Sales Tax Appellate Tribunal, Patna

Uttar Pradesh Value Added Tax Act, 2008 Additional Commissioner, Commercial Taxes, Delhi

Bombay Sales Tax Act, 1958 Additional Commissioner, Commercial Taxes, Delhi

Gujarat Sales Tax Act, 1970 Deputy Commissioner, Commercial Taxes, Ghaziabad

Kerala Value Added Tax Act, 2005 Deputy Commissioner, Ghaziabad

Rajasthan Sales Tax Act, 1954 Joint Commissioner of Sales Tax (Appeals), Mumbai

The Assam Value Added Tax Act, 2003 Deputy Commissioner of Sales Tax and Central Sales Tax Act, 1956 (Appeals), Ahmedabad

Sales Tax Appellate Tribunal, Ahmedabad

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal), Kochin

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Superintendent of Taxes, UNIT D, Guwahati

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

Rajasthan Sales Tax Act, 1954 Commercial Taxes Officer, Dungarpur

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad

*net of deposits

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers. The Company does not have any loan or borrowings from any financial institution or government, nor has it issued any debentures during the year.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provision of Section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable Accounting Standard.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transaction with the directors or person connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

for B S R & Associates LLP

Chartered Accountants

Firm''s Registration Number:116231W/ W-100024



Sriram Mahalingam Place : Gurgaon

Partner

Date :26 April 2016 Membership No: 049642


Mar 31, 2015

We have audited the accompanying standalone financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (collectively referred to as the ''standalone financial statements'').

Management''s Responsibility for the Standalone

Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder, to the extent applicable.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section 11 of

Section 143 of the Companies Act, 2013 (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the 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 best of 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 the Company 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 Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2015 on its financial position in its financial statements - Refer Note 2.27 and 2.47 to the standalone financial statements;

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2015.

The Annexure referred to in the Independent Auditors'' Report of even date, on the Standalone Financial Statements to the Members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2015. We report that:

(i) (a) The Company has maintained proper records showing full parti -culars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(ii) (a) The inventories, except goods-in-transit and

stocks lying with third parties, have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. We have not

observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) (a) According to the information and

explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, Value added tax and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of Customs, Duty of Excise, value added tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Wealth tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Income tax, Sales tax, Duty of custom, Duty of Excise, Value added tax and Entry tax have not been deposited by the Company on account of disputes:

Name of Nature of Dues Amount in Period to which the Statute Rs Million) the amount relates

Excise Duty - CENVAT 0.78 2004 - 05 credit

Central Excise Act, 1944 Excise Duty 1.32 2010- 2011 and 2011-12

Excise Duty 27.10 2009 - 12

17.8 2001 - 02

2012-13 Customs Act,1962 Customs Duty

79.09 2012 - 13

Andhra Pradesh GeneralSales Tax Sales Tax 0.10 1997 - 98 Act, 1956 _

Andhra Pradesh Entry Tax Act,2001 Entry Tax 3. 52 2005 - 06 and

2006 - 07

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 02

West Bengal Value Added Tax Act, 2003 Value Added Tax and Central Sales Tax Act, 1956 Central Sales Tax 7,28 2009-10

West Bengal Value Added Tax Act, 2003 Value Added Tax and 8.22 2010 - 11 and Central Sales Tax Act, 1956 Central Sales Tax 0.62 2001 - 02

Bihar Sales Tax Act, 1981 Sales Tax 2.26 2002 - 03

Delhi Sales Tax Act, 1975 and Central Sales 0.95 2003 - 04 Tax Act, 1956 Sales Tax and CST 1.64 2004 - 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax and CST 0.85 2003 - 04

Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 63.53 2007 - 08

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 - 03

0.12 1998 - 99

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999 - 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.94 2010 - 11

The Rajasthan Entry Tax-Goods Act, 2003 Entry Tax 36.86 2002 - 04

The Assam Value Added Tax Act,2003 Value Added Tax and 0.36 2009 - 10 and Central Sales Tax Act, 1956 Central Sales Tax 0.36 2009 - 10

The Rajasthan Entry Tax - Goods Act, 2003 Entry Tax 5.47 2008 - 09

West Bengal Value Added Tax Act, 2003 Value Added Tax and Central Sales Tax Act, 1956 Central Sales Tax 0.09 2011 - 12

Rajasthan Sales Tax Act, 1954 Central Sales Tax 0.34 2011 - 12

Income-tax Act, 1961 Income tax 22.94 2008 - 09

Income-tax Act, 1961 Income tax 53.60 2009 - 10



Name of the Statue Forum Where the dispute is pending

Centrol sales Act 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, Bangalore

Customs Act 1962 Supreme Court

Central Excise and Service Tax Appellate Tribunal, Mumbai

Andhra Pradesh General Sales Tax Act, 1956 Sales Tax Appellate Tribunal

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Assistant Commissioner (Appeals), Commercial Taxes

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Revisional Board and Appellate Authority, West Bengal Commercial Taxes

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Senior Joint Commissioner of Sales Tax (Appeals), Corporate Division, Kolkata

Bihar Sales Tax Act, 1981 Joint Commissioner of Commercial Taxes (Appeals) - Central Division, Patna

Sales Tax Appellate Tribunal

Delhi Sales Tax Act, 1975 and Central Sales Tax Act, 1956 AdditionalCommissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Additional Commissioner, Commercial Taxes

Uttar Pradesh Value Added Tax Act, 2008 Deputy Commissioner, Commercial Taxes

Deputy Commissioner

Bombay Sales Tax Act, 1958 Joint Commissioner of Sales Tax (Appeals)

Gujarat Sales Tax Act, 1970 Deputy Commissioner of Sales Tax (Appeals)

Sales Tax Appellate Tribunal

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal)

The Rajasthan Entry Tax-Goods Act,2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Superintendent of Taxes, UNIT D, Guwahati

The Rajasthan Entry Tax - Goods Act, 2003 Deputy Commissioner (Appeals), Jaipur

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Additional Commissioner (Appeals)

Rajasthan Sales Tax Act, 1954 Commercial Taxes Officer, Dungarpur

Income-tax Act, 1961 Deputy Commissioner of Income Tax, Circle 1(1), Hyderabad

Income-tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad



(c) The amount required to be transferred to Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

for B S R & Associates LLP Chartered Accountants

Firm''s Registration Number:116231W/W-100024 Sriram Mahalingam Place : Gurgaon Partner Date : 17April 2015 Membership No. 049642


Mar 31, 2014

We have audited the accompanying financial statements of Agro Tech Foods Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of Significant accounting policies and other explanatory information (collectively referred to as the ''financial statements'').

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of 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

the Company so far as appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting

Standards referred to in subsection (3C) of Section 211 of the Act, to the extent applicable; and

e) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

The Annexure referred to in the Independent Auditors'' Report to the Members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2014. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) The Company has a regular program of physical verifcation of its fxed assets by which all fxed assets are verifed every year. In our opinion, the periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verifcation.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventories, except goods-in-transit and stocks lying with third parties, have been physically verifed by the Management during the year. In our opinion, the frequency of such verifcation is reasonable. For stocks lying with third parties at the year-end, written confrmations have been obtained.

(b) In our opinion, the procedures for the physical verifcation of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, frms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company''s specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fxed assets and with regard to the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government of India for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees'' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident Fund, Employees'' State Insurance, Incometax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Sales tax, Excise duty, Customs duty and Entry tax have not been deposited by the Company on account of disputes:

Period to which Amount* Name of the Statute Nature of Dues the amount (Rs. Million) relates

Excise Duty – CENVAT 0.78 2004 - 05 credit

2010 - 11 and Central Excise Act, 1944 Excise Duty 1.32 2011 - 12

Excise Duty 28.10 2009 - 12

1.78 2001 - 02 Customs Duty Customs Act, 1962 79.09 2012 - 13

Andhra Pradesh General Sales Tax Sales Tax 0.10 1997 - 98 Act, 1956

2005 - 06 and Andhra Pradesh Entry Tax Act, 2001 Entry Tax 3.52 2006 - 07

Andhra Pradesh Value Added Tax 2007 - 08 and Value Added Tax 25.64 Act, 2005 2008 - 09

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 03

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 02

West Bengal Value Added Tax Act, Value Added Tax and 7.28 2009 - 10 2003 and Central Sales Tax Act, 1956 Central Sales Tax

West Bengal Value Added Tax Act, Value Added Tax and 8.22 2010 - 11 2003 and Central Sales Tax Act, 1956 Central Sales Tax

0.62 2001 - 02 Bihar Sales Tax Act, 1981 Sales Tax 2.26 2002 - 03

0.95 2003 – 04 Delhi Sales Tax Act, 1975 Sales Tax 1.64 2004 – 05

Uttar Pradesh Sales Tax Act, 1948 Sales Tax 0.85 2003 – 04

Uttar Pradesh Value Added Tax Act, Value Added Tax 63.53 2007 – 08 2008

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 – 03

0.12 1998 – 99 Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999 – 2000

Kerala Value Added Tax Act, 2005 Value Added Tax 0.93 2010 – 11

The Rajasthan Entry Tax - Goods Act, Entry Tax 36.86 2002 - 04 2003

The Assam Value Added Tax Act, 2003 Value Added Tax and 0.36 2009 - 10 and Central Sales Tax Act, 1956 Central Sales Tax

Name of the Statue Forum Where the dispute is pending

Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal, New Delhi

Central Excise and Service Tax Appellate Tribunal, Bangalore

Supreme Court

Customs Act, 1962 Central Excise and Service Tax Appellate Tribunal, Mumbai

Andhra Pradesh General Sales Tax Act, 1956 Sales Tax Appellate Tribunal

Andhra Pradesh Entry Tax Act, 2001 Sales Tax Appellate Tribunal, Hyderabad

Andhra Pradesh Value Added Tax Act, 2005 Assistant Commissioner (CT) Audit, Hyderabad

Tamil Nadu Sales Tax Act, 1959 Assistant Commissioner (Appeals), Commercial Taxes

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Additional Commissioner (Appeals)

West Bengal Value Added Tax Act, 2003 and Central Sales Tax Act, 1956 Senior Joint Commissioner of Sales Tax (Appeals), Corporate Division, Kolkata

Bihar Sales Tax Act, 1981 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

Delhi Sales Tax Act, 1975 Additional Commissioner, Commercial Taxes Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Deputy Commissioner (Appeals), Commercial Taxes

Uttar Pradesh Value Added Tax Act, 2008 Deputy Commissioner

Bombay Sales Tax Act, 1958 Sales Tax Appellate Tribunal

Gujarat Sales Tax Act, 1970 Sales Tax Appellate Tribunal Sales Tax Appellate Tribunal

Kerala Value Added Tax Act, 2005 Deputy Commissioner (Appeal)

The Rajasthan Entry Tax - Goods Act, 2003 Tax Board, Ajmer

The Assam Value Added Tax Act, 2003 Commissioner of Commercial Taxes

*net of deposits

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi)The Company did not have any term loans outstanding during the year.

(xvii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to companies/frms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix)The Company did not have any outstanding debentures during the year.

(xx)The Company has not raised any money by public issues.

(xxi)According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Co Chartered Accountants Firm''s Registration No. 128510W

Vijay Mathur

Place : Mumbai Partner

Date : 22 April 2014 Membership No. 046476


Mar 31, 2012

1. We have audited the attached Balance Sheet of Agro Tech Foods Limited ("the Company") as at 31 March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandardsrequirethatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(v) on the basis of written representations received from the directors, as on 31 March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

b. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in the auditors' report to the members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2012. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) (a) The inventories, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

(b) In our opinion, the procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company's specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' state insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(x) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Service tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of Sales tax, Excise duty and Entry tax have not been deposited by the Company on account of disputes:

Nature of Amount Period to which Name of the Statute INR the amount Forum where the dispute is pending Millions* relates

Central Excise Act, 1944 Excise Duty - 0.78 2004 - 2005 Central Excise and Service Tax Appellate Tribunal CENVAT credit

Andhra Pradesh General Sales Tax 0.10 1997 - 1998 Sales Tax Appellate Tribunal

Sales Tax Act, 1956 1.80 2001 - 2002 Sales Tax Appellate Tribunal

1.98 2002 - 2003 Appellate Deputy Commissioner, Commercial Taxes

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 1.17 2005 - 2006 Deputy Commissioner (Appeals), Commercial Taxes

Andhra Pradesh Value Value Added 18.11 2007 - 2008 Deputy Commercial Tax Officer Added Tax Act, 2005 Tax

Andhra Pradesh Value Value Added 7.52 April 2008 to Deputy Commercial Tax Officer Added Tax Act, 2005 Tax July 2008

Tamil Nadu Sales Tax Act, 1959 Sales Tax 0.26 2002 - 2003 Assistant Commissioner, Commercial Taxes

2.23 2003 - 2004 Assistant Commissioner (CT), Chennai

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 - 2002 Sales Tax Appellate Tribunal

Bihar Sales Tax Act, 1981 Sales Tax 0.62 2001 - 2002 Sales Tax Appellate Tribunal

2.26 2002 - 2003 Joint Commissioner Commercial Taxes

Delhi Sales Tax Act, 1975 Sales Tax 0.95 2003 - 2004 Additional Commissioner, Commercial Taxes

1.34 2004 - 2005 Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Sales Tax and 0.85 2003 - 2004 Deputy Commissioner (Appeals), Commercial Taxes Act 1948 and Central CST 359.55 2005 - 2006 Deputy Commissioner, Commercial Taxes Sales Tax Act, 1956 251.45 2006 - 2007 Deputy Commissioner, Commercial Taxes

0.10 2009 - 2010 Additional Commissioner (Appeals)

0.10 2009 - 2010 Additional Commissioner (Appeals)

Uttar Pradesh Value Added Tax, 2008 Value Added Tax 63.53 2007 - 2008 Deputy Commissioner, Commercial Taxes

Uttrakhand Value Added Tax, 2005 Value Added Tax 7.24 2005 - 2006 Deputy Commissioner, Commercial Taxes

Rajasthan Sales Tax Act, 1954 Sales Tax 0.30 2001 - 2002 High Court, Jodhpur

Bombay Sales Tax Act, 1958 Sales Tax 0.19 1997 - 1998 Sales Tax Appellate Tribunal

0.63 2002 - 2003 Joint Commissioner of Sales Tax (Appeals)

Gujarat Sales Tax Act, 1970 Sales Tax 0.22 1998 - 1999 Sales Tax Appellate Tribunal

0.12 1999 - 2000 Sales Tax Appellate Tribunal

*Net of deposits

(xi) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

(xiii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xvi) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvii) The Company did not have any term loans outstanding during the year.

(xviii)According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

(xix) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xx) The Company did not have any outstanding debentures during the year.

(xxi) The Company has not raised any money by public issues.

(xxii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Co

Chartered Accountants

Firm Registration No. 128510W

Zubin Shekary

Place : Gurgaon Partner

Date : 26 April 2012 Membership No. 48814


Mar 31, 2011

1. We have audited the attached Balance Sheet of Agro Tech Foods Limited ("the Company") as at 31 March 2011, the profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order), as amended, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) the Balance Sheet, profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) in our opinion, the Balance Sheet, profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

v) on the basis of written representations received from the directors, as on 31 March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;

b) in the case of the profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT The Annexure referred to in the auditors report to the Members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2011. We report that:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

2. The Company has a regular program of physical verifcation of its fxed assets by which all fxed assets are verifed every year. In our opinion, the periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verifcation.

3. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

4. The inventories, except goods-in-transit and stocks lying with third parties, have been physically verifed by the management during the year. In our opinion, the frequency of such verifcation is reasonable. For stocks lying with third parties at the year-end, written confrmations have been obtained.

5. In our opinion, the procedures for the physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

6. The Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records were not material.

7. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

8. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Companys specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fxed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system. We have not observed any major weakness in the internal control system during the course of the audit.

9. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

10. The Company has not accepted any deposits from the public.

11. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

12. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

13. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

Further, there were no dues on account of Cess under Section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been notifed by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2011 for a period of more than six months from the date they became payable.

14. According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax and customs duty which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of sales tax, excise duty and entry tax have not been deposited by the Company on account of disputes:

Amount Period to which the Name of the Statute Nature of Dues Forum where the dispute is pending (Rs. Millions) amount relates

Excise Duty – Central Excise Act, 1944 0.78 2004 – 2005 Central Excise and Service Tax Appellate Tribunal CENVAT credit

0.10 1997 – 1998 Sales Tax Appellate Tribunal Andhra Pradesh General Sales Tax Sales Tax 1.80 2001 – 2002 Sales Tax Appellate Tribunal Act, 1956 2.68 2002 – 2003 Appellate Deputy Commissioner, Commercial Taxes

0.19 1997 – 1998 Sales Tax Appellate Tribunal Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002 – 2003 Joint Commissioner of Sales Tax (Appeals)

0.22 1998 – 1999 Sales Tax Appellate Tribunal Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999 – 2000 Sales Tax Appellate Tribunal

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001 – 2002 Sales Tax Appellate Tribunal

0.62 2001 – 2002 Sales Tax Appellate Tribunal

Bihar Sales Tax Act, 1981 Sales Tax 2.26 2002 – 2003 Joint Commissioner, Commercial Taxes

0.95 2003 – 2004 Additional Commissioner, Commercial Taxes Delhi Sales Tax Act, 1975 Sales Tax 0.39 2004 – 2005 Additional Commissioner, Commercial Taxes

0.78 2003 – 2004 Deputy Commissioner (Appeals), Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Sales Tax and CST 359.55 2005 – 2006 Deputy Commissioner, Commercial Taxes Central Sales Tax Act, 1956 251.45 2006 – 2007 Deputy Commissioner, Commercial Taxes Rajasthan Sales Tax Act, 1954 Sales Tax 0.30 2001 – 2002 High Court, Jodhpur

0.26 2002 – 2003 Assistant Commissioner, Commercial Taxes Tamilnadu Sales Tax Act, 1959 Sales Tax 2.23 2003 – 2004 Assistant Commissioner (CT), Koyambedu, Chennai

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 2.71 2005 – 2006 Deputy Commissioner (Appeals), Commercial Taxes

15. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

16. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers.

The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

17. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

18. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual beneft fund/ society.

19. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

20. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

21. The Company did not have any term loans outstanding during the year.

22. According to the information and explanations given to us and on an overall examination of the

Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

23. The Company has not made any preferential allotment of shares to companies/frms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

24. The Company did not have any outstanding debentures during the year.

25. The Company has not raised any money by public issues.

26. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Co

Chartered Accountants

Firm Registration Number: 128510W

Zubin Shekary Place : Gurgaon Partner

Date : 29 April 2011 Membership No: 48814


Mar 31, 2010

1. We have audited the attached Balance Sheet ot AgroTech Foods Limited ("the Company") as at 31 March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto.These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform theauditto obtain reasonableassurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 ("the Order), as amended, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

v) on the basis of written representations received from the Directors, as on 31 March 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2010; and

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

c) in the case of Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in the auditors report to the members of Agro Tech Foods Limited ("the Company") for the year ended 31 March 2010. We report that:

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

2. The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noted on such verification.

3. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

4. The inventory, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained.

5. In our opinion, the procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

6. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

7. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

8. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Companys specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system. We have not observed any major weakness in the internal control system during the course of the audit.

9. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

10. The Company has not accepted any deposits from the public.

11. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

12. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

13. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of investor education and protection fund.

Further, there were no dues on account of Cess under Section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable.

14. According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax and customs duty which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of sales tax, excise duty and entry tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of Dues Amount Period to which the (Rs. Million) amount relates

Central Excise Excise Duty- Act, 1944 CENVATcredit 0.78 2004-2005

0.10 1997-1998

Andhra Pradesh General Sales Tax Sales Tax 3.90 2001-2002

2.68 2002-2003

0.19 1997-1998

Bombay Sales Tax Act, 1958 Sales Tax 0.63 2002-2003

0.40 1998-1999

Gujarat Sales Tax Act, 1970 Sales Tax 0.12 1999-2000

West Bengal Sales Tax Act, 1994 Sales Tax 0.72 2001-2002

BiharSales TaxAct, 1981 Sales Tax 0.62 2002-2003

Delhi Sales Tax Act, 1975 Sales Tax 0.91 2003-2004

Uttar Pradesh Sales Tax Act, 1948 Central SalesTaxSales Tax and CST 0.78 2003-2004 1956 359.55 2005-2006

251.45 2006-2007

Rajasthan Sales Tax Act, 1954 SalesTax 0.30 2001-2002

Tamilnadu Sales Tax Act, 1959 SalesTax 0.26 2002-2003 2.23 2003-2004

Andhra Pradesh Entry Tax Act, 2001 Entry Tax 2.71 2005-2006



Name of the Statue Forum Where the dispute is pending

Central Excise Act, 1944 Central Excise and Service Tax Appellate Tribunal

Andhra Pradesh General SalesTax Act, 1956 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

Appellate Deputy Commissioner, Commercial Taxes

Bombay Sales Tax Act, 1958 Sales Tax Appellate Tribunal

Joint Commissioner of SalesTax (Appeals)

Gujarat Sales Tax Act, 1970 Sales Tax Appellate Tribunal

Sales Tax Appellate Tribunal

West Bengal Sales Tax Act, 1994 Sales Tax Appellate Tribunal

BiharSalesTaxAct, 1981 Sales Tax Appellate Tribunal Joint Commissioner, Commercial Taxes

Delhi Sales Tax Act, 1975 Additional Commissioner, Commercial Taxes

Uttar Pradesh Sales Tax Act, 1948 Central Sales Tax Act, 1956 Deputy Commissioner (Appeals), Commercial Taxes

Deputy Commissioner, Commercial Taxes Deputy Commissioner, Commercial Taxes

Rajasthan Sales Tax Act, 1954 High Court, Jodhpur

Tamilnadu Sales Tax Act, 1959 Assistant Commissioner, Commercial Taxes Assistant Commissioner (CT), Koyambedu, Chennai Andhra Pradesh Entry Tax Act, 2001 Deputy Commissioner (Appeals), Commercial Taxes

15. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

16. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

17. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

18. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/ society.

19. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

20. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

21. The Company did not have any term loans outstanding during the year.

22. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short- term basis have not been used for long-term investment.

23. The Company has not made any preferential allotment of shares to companies/firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956.

24. The Company did not have any outstanding debentures during the year.

25. The Company has not raised any money by public issues.

26. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R and Associates

Chartered Accountants

Firm Registration Number: 128901W

Zubin Shekary

Place :Gurgaon Partner

Date : 19 May 2010 Membership No: 48814

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