Auditor Report of Flex Foods Ltd.
Mar 31, 2018
Report on the Financial Statements
We have audited the accompanying Financial Statements of FLEX FOODS LIMITED (âThe Companyâ), which comprise the Balance Sheet as at 31st March 2018, and the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (âthe Actâ) with respect to the preparation of these 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.
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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the 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 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 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 Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 the affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matters
The Financial Statements of the Company for the year ended March 31, 2017, were audited by the predecessor auditor who, vide their report dated May 29, 2017 expressed an unmodified opinion on these Financial Statements. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe orderâ), 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 âAâ 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 Cash Flows 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 Financial Statements comply with the Indian Accounting Standards 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 31st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f) The matter described under Other Matters paragraph above, in our opinion, does not have any adverse effect on the functioning of the Company;
g) 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 âAnnexure Bâ; and
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, 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 Financial Statements - Refer Note 32 to the Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and protection Fund by the Company.
ANNEXURE âAâ TO THE INDEPENDENT AUDITORâS REPORT OF âFLEX FOODS LIMITEDâ ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018
Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements'' section of our report of even date of âFLEX FOODS LIMITEDâ (âthe Company'') for the year Ended on 31st March 2018, we report that:
i. In respect of Fixed Assets of the Company:
a) According to information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of accounts.
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 are held in the name of the Company.
ii. In respect of Inventories of the Company:
According to the information and explanation given to us, Physical verification of inventory has been conducted at reasonable intervals by the Management of the Company, and no material discrepancies were noticed on physical verification conducted by the management.
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 during the year. Therefore, the provision of clause (iii) of para 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable to the company.
iv. The Company has not given any loans, guarantees and security to any Director or to any other person in whom Director is interested in compliance with the section 185 & 186 of the Act.
v. The company has not accepted any deposits. Therefore, the provision of clause (v) of para 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable to the company.
vi. The Provisions of maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the products dealt / manufactured by the company are not applicable to the company. Therefore, the provisions of clause (vi) of para 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the company.
vii. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Goods and Service Tax, Service Tax, Customs duty, Value Added Tax, Cess and any other material statutory dues as applicable with the appropriate authorities.
And 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, value added tax, duty of customs, service tax, cess, Goods and Service Tax and other applicable statutory dues were in arrears as at 31st 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, there are no pending dues in respect of Sales Tax, Service tax, Value added tax, Goods and Service Tax, duty of customs and Cess which has not been deposited on account of any dispute. However, according to the information and explanations given to us, following amounts are involved with under mentioned forum in respect of the following: -
(i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 4.94 Lakhs, pending before Income Tax Department, Delhi;
(ii) Disputed Customs and Central Excise Dues: Aggregate Duty of Rs 779.50 Lakhs, pending before
(a) CESTAT, New Delhi (Rs. 660.60 Lakhs), (b) Commissioner (Central Excise Appeals), Meerut (Rs 98.01 Lakhs),
(c) Additional Commissioner, Dehradun (Rs 20.89 Lakhs).
viii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to the bank as at the Balance Sheet date.
ix. According to the information and explanations given to us and the records of the Company examined by us the Company has not raised any money by way of initial public offer or further public offer (including debt instruments), or term loans.
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 instances of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year under audit, nor have we been informed of any such case by the Management.
xi. According to the information and explanations given to us and the records of the Company examined by us, 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 to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of para 3 of the Companies (Auditor''s Report) Order, 2016 are 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 sections 177 and 188 of the Act wherever applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable Accounting Standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
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 non-cash transactions with Directors or persons connected with him. Therefore, the provisions of clause (xv) of para 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.
xvi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT OF âFLEX FOODS LIMITEDâ FOR THE YEAR ENDED 31ST MARCH 2018
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of the Section 143 of the Companies Act, 2013.
Report on the Internal Financial Controls
We have audited the Internal Financial Controls over financial reporting of âFLEX FOODS LIMITEDâ (âthe Companyâ) as of 31st March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs 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 (âICAI''). 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.
Auditorsâ 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 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 31st 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 Institute of Chartered Accountants of India.
For MJMJ & Associates LLP
Chartered Accountants
Converted From MJMJ & Associates
(partnership Firm) As On 11.11.2016
Firm Registration No. 027706N/C400013
Megha Jain
Place : Noida Partner
Dated : 26Th May, 2018. Membership No. 415389
Mar 31, 2017
Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS Financial Statements of FLEX FOODS LIMITED (âThe Companyâ), which comprise the Balance Sheet as at 31st March 2017, 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.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (âthe Actâ) with respect to the preparation of these Ind AS 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 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 there under.
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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 there under.
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 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 Ind AS Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the 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 Companyâs Directors, as well as evaluating the overall presentation of the Ind AS 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 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 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 including the Ind AS, of the state of the affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe orderâ), 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 âAâ 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, 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 Ind AS Financial Statements comply with the Indian Accounting Standards 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 31st March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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 âAnnexure Bâ; and
g) With respect to the other matters to be included in the Auditorâs 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 on its financial position in its Ind AS Financial Statements - Refer Note 32(a)(i)& (iv) to the Ind AS 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 company has provided requisite disclosures in its Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th of November, 2016 to 30th of December, 2016 and these are in accordance with the books of accounts maintained by the company, Refer Note 35 to the Ind As financial statements.
Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date of âFLEX FOODS LIMITEDâ (âthe Companyâ) for the year Ended on 31st March 2017, We report that:
i. In respect of Fixed Assets of the Company:
a) According to information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of accounts.
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 are held in the name of the Company.
ii. In respect of Inventories of the Company:
According to the information and explanation given to us, Physical verification of inventory has been conducted at reasonable intervals by the Management of the Company, and no material discrepancies were noticed on physical verification conducted by the Management.
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 during the year. Therefore the provision of clause (iii) of Para 3 of the Companies (Auditorâs Report) Order, 2016 is not applicable to the company.
iv. The Company has not given any loans, guarantees and security to any Director or to any other person in whom Director is interested in compliance with the section 185 & 186 of the Act.
v. The company has not accepted any deposits. Therefore the provision of clause (v) of Para 3 of the Companies (Auditorâs Report) Order, 2016 is not applicable to the company.
vi. The Provisions of maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the products dealt / manufactured by the company are not applicable to the company. Therefore the provisions of clause (vi) of Para 3 of the Companies (Auditorâs Report) Order, 2016 are not applicable to the company.
vii. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employeeâs State Insurance, Income Tax, Sales Tax, Service Tax, Customs duty, Value Added Tax, Cess and any other material statutory dues as applicable with the appropriate authorities.
And according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Employeesâ state insurance, income tax, sales tax, value added tax, duty of customs, service tax, cess and other applicable statutory dues were in arrears as at 31st 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, there are no pending dues in respect of Sales Tax, Service tax ,Value added tax, duty of customs and Cess which has not been deposited on account of any dispute. However, according to the information and explanations given to us, following amounts are involved with under mentioned forum in respect of the following:-
(i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 85.62 Lakhs, pending before CIT (Appeals) Delhi;
(ii) Disputed Customs and Central Excise Dues: Aggregate Duty of Rs 779.50 Lakhs, pending before (a) CESTAT New Delhi (Rs. 660.60 Lakhs), (b) Commissioner (Central Excise Appeals) Meerut (Rs 98.01 Lakhs) and (c) Additional Commissioner Dehradun (Rs 20.89 Lakhs).
viii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to the bank as at the Balance Sheet date.
ix. According to the information and explanations given to us and the records of the Company examined by us the Company has not raised any money by way of initial public offer or further public offer (including debt instruments), and term loans have been applied for the same purpose for which the loans were obtained during the year.
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 instances of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year under audit, nor have we been informed of any such case by the Management.
xi. According to the information and explanations given to us and the records of the Company examined by us, 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 to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore the provisions of clause (xii) of Para 3 of the Companies (Auditorâs Report) Order, 2016 are 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 sections 177 and 188 of the Act wherever applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable Accounting Standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
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 non-cash transactions with Directors or persons connected with him. Therefore the provisions of clause (xv) of Para 3 of the Companies (Auditorâs Report) Order, 2016 are not applicable to the Company.
xvi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For JAIN SINGHAL & ASSOCIATES LLP
Chartered Accountants
Converted from Jain Singhal & Associates as on 25.04.2017
Firm Registration No. 005839N/N500066
Place : NOIDA Bhawna Khanna
Dated : 29th May, 2017. Partner
Membership No. 502428
Mar 31, 2016
The Members of
FLEX FOODS LIMITED
Report on the Financial Statements
We have audited the accompanying Financial Statements of FLEX FOODS LIMITED (âThe Companyâ) which comprise the Balance Sheet as at 31st March 2016, and 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.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these 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 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these 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 there under.
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 Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the 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 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 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 Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 the affairs of the Company as at 31st 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 âthe Companies (Auditor''s Report) Order, 2016 (âthe orderâ), 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 âAâ 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 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 the written representations received from the Directors as on 31st March, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st 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 âAnnexure-B'', and
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 on its financial position in its Financial Statements - Refer Note 32(a)(i) & (iv) to the 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.
Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements'' section of our report of even date of âFLEX FOODS LIMITEDâ (âthe Company'') for the year Ended on 31st March 2016, We report that:
i. In respect of Fixed Assets of the Company:
a) According to information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification as compared to books of accounts.
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 are held in the name of the Company.
ii. In respect of Inventories of the Company:
According to the information and explanation given to us, Physical verification of inventory has been conducted at reasonable intervals by the Management of the Company, and no material discrepancies were noticed on physical verification conducted by the management.
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 during the year. Therefore the provision of clause (iii) of Para 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable to the company.
iv. The Company has not given any loans, guarantees and security to any Directors or to any other person in whom Director is interested in compliance with the section 185 of the Act. Further the Company has complied with the requirement of the section 186 of the act in respect of the loan given to any other party, as the amount outstanding during the year were well within the limit specified under section 186.
v. The Company has not accepted any deposits. Therefore the provision of clause (v) of Para 3 of the Companies (Auditor''s Report) Order, 2016 is not applicable to the Company.
vi. The Provisions of maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and vide Companies (Cost Records and Audit) Amendment rules, 2014, for the products dealt / manufactured by the Company are not applicable to the company. Therefore the provisions of clause (vi) of Para 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.
vii. a) According to the information and explanations given to us
and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty, Value Added Tax, Cess and any other material statutory dues as applicable with the appropriate authorities.
And 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, Value Added Tax, Duty of Customs, Service Tax, Cess and other applicable statutory dues were in arrears as at 31st 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 pending dues in respect of Sales Tax, Wealth Tax, Service Tax ,Value Added Tax, Duty of Customs and Cess which has not been deposited on account of any dispute. However, according to the information and explanations given to us, following amounts are involved with under mentioned forum in respect of the following:-
(i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 102.25 Lakhs, pending before (a) ITAT Delhi (Rs. 16.63 Lakhs), (b) CIT (Appeals) Bangalore (Rs. 4.94 Lakhs) and (c) CIT (Appeals) Delhi (Rs 80.68 Lakhs)
(ii) Disputed Customs and Central Excise Dues: Aggregate Duty of Rs 758.50 Lakhs, pending before (a) Commissioner (Customs, Central Excise & Service Tax) Dehradun (Rs. 693.82 Lakhs) and (b) Commissioner (Central Excise Appeals-I) Meerut (Rs 64.68 Lakhs)
viii. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues to the bank as at the Balance Sheet date.
ix. According to the information and explanations given to us and the records of the Company examined by us the Company has not raised any money by way of initial public offer or further public offer (including debt instruments), and term loans have been applied for the same purpose for which the loans were obtained during the year.
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 instances of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year under audit, nor have we been informed of any such case by the Management.
xi. According to the information and explanations given to us and the records of the Company examined by us, 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 to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore the provisions of clause (xii) of Para 3 of the Companies (Auditor''s Report) Order, 2016 are 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 sections 177 and 188 of the Act wherever applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable Accounting Standards.
xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
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 non-cash transactions with Directors or persons connected with him. Therefore the provisions of clause (xv) of Para 3 of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.
xvi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of the Section 143 of the Companies Act, 2013.
Report on the Internal Financial Controls
We have audited the Internal Financial Controls over financial reporting of âFLEX FOODS LIMITEDâ (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.
Managementâs 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 (âICAI''). 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.
Auditorsâ 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 âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 31st March 2016, 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.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Registration No. 005839N
Bhawna Khanna
Place : NOIDA Partner
Dated : 26th MAY, 2016. Membership No. 502428
Mar 31, 2015
We have audited the accompanying financial statements of FLEX FOODS
LIMITED ("The Company") which comprise the Balance Sheet as at 31st
March 2015, and 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.
2) management's Responsibility for the 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 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 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.
3) Auditor's Responsibility
Our responsibility is to express an opinion on these 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 financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the 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 but not for the purpose of expressing
an opinion whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. 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 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 financial
statements.
4) Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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 the affairs of the Company
as at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
5) Report on Other Legal and Regulatory Requirements
i. As required by "the Companies (Auditor's Report) Order, 2015",
issued by the Central Government of India in terms of sub-section (11)
of Section 143 of the Act (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.
ii) 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 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 the written representations received from the
Directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31stMarch, 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 on its
financial position in its financial statements - Refer Note 32(a)(i) to
the 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 were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF "FLEX FOODS LIMITED"
FOR THE YEAR ENDED 31ST MARCH 2015
Referred to in paragraph 1 under 'Report on Other Legal and
Regulatory Requirements' section of our report of even date of
"Flex Foods Limited" ('the company') for the year Ended on 31st March
2015, We report that:
i. In respect of Fixed Assets of the Company:
a) According to information and explanation given to us,the Company has
maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
b) According to information and explanation given to us, the fixed
assets of the Company have been physically verified by the Management
at reasonable intervals and no material discrepancies were noticed on
such verification as compared to books of accounts.
ii In respect of Inventories of the Company:
a) According to information and explanation given to us, physical
verification of inventory has been conducted at reasonable intervals by
the Management of the Company.
b) In our opinion and according to information and explanation given to
us, the procedures of physical verification of inventory 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 and according
to information and explanation given to us, no material discrepancies
were noticed on physical verification conducted by the Management.
(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 during the year. Therefore
the provision of clause (iii) of Para 3 of the Companies (Auditor's
Report) Order, 2015 are not applicable to the Company.
iv. In our Opinion and according to the Information and explanations
given to us there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have not observed any major weaknesses in
internal control system; hence no comment has been given on the
continuing failure to correct them.
v. The Company has not accepted any deposits. Therefore the provision
of clause (v) of Para 3 of the Companies (Auditor's Report) Order,
2015 are not applicable to the company.
vi. The provisions of maintenance of cost records specified by the
Central Government under sub-section (1) of section 148 of the
Companies Act, 2013 and vide Companies (Cost Records and Audit)
Amendment Rules, 2014, for the products dealt / manufactured by the
Company are not applicable to the company. Therefore the clause (vi) of
Para 3 of the Companies (Auditor's Report) Order, 2015 are not
applicable to the company.
vii. a) According to the information and explanations given to us
and the records of the Company examined by us, in our opinion the
Company is generally regular in depositing undisputed statutory dues
including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Customs duty, Excise duty, Value Added Tax, Cess and any other
material statutory dues applicable with the appropriate authorities.
However the provisions of Employee's State Insurance Act' 1948 do
not apply to the Company at this stage and therefore deposit of
Employees State Insurance dues with the appropriate authorities in
time are not applicable to the Company.
According to the information and explanations given to us there are no
undisputed amount payable in respect of Provident Fund, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value
Added Tax, Cess and other applicable statutory dues as at the year end
for a period of more than six months from the date they become payable.
b) According to the information and explanations given to us, there are
no pending dues in respect of Sales Tax, Wealth Tax, Service Tax,
Custom Duty and Cess which have not been deposited on account of any
dispute. However, according to the information and explanations given
to us, following amounts are involved with under mentioned forum in
respect of the following.
i) Disputed Income Tax Dues: Aggregate Income Tax of Rs. 21.57 Lakhs,
pending before (a) ITAT (Rs.16.63 Lakhs) and (b) CIT (Appeals)
Bangalore (Rs. 4.94 Lakhs).
(ii) Disputed demand raised by Commissioner Customs and Central Excise
aggregating to Rs. 595.58 Lakhs pending with the Customs, Excise and
Service Tax Appellate Tribunal, Delhi.
c) According to the information and explanations given to us, there are
no amounts which were required to be transferred to the Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act'1956 (1 of 1956) and rules made there
under.
viii. The Company does not have any accumulated losses at the end of
the financial year and the Company has not incurred cash losses during
the financial year ended on that date or in the immediately preceding
financial year; accordingly no comment has been made in respect of
matter specified under clause (viii) of Para 3 of the Companies
(Auditor's Report) Order, 2015.
ix. In our opinion and according to the information and explanations
given to us and the records of the Company examined by us, the Company
has not defaulted in repayment of dues to the bank as at the Balance
Sheet date.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions. Therefore the clause (x) of Para 3 of the
Companies (Auditor's Report) Order, 2015 is not applicable to
Company.
(xi) According to the information and explanations given to us and the
records of the Company examined by us the term loans have been applied
for the same purposes for which the loans were obtained.
xii. 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 instances of
material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of any such case by the Management.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Registration No.005839N
Place : NOIDA Bhawna Khanna
Dated : 27th May, 2015. Partner
Membership No. 502428
Mar 31, 2014
1) Report on the Financial Statements
We have audited the accompanying financial statements of FLEX FOODS
LIMITED ("The Company") which comprise the Balance Sheet as at 31st
March 2014, and 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.
2) Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that gives a true and fair view of the financial position,
financial performance and cash flows 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") read with the General Circular
15/2013 dated 13th September of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act, 2013. 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.
3) 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
for material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on our 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, we 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.
4) 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 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 31st March, 2014;
b. In the case of the Statement of Profit and Loss, of the Profit of
the Company for the year ended on that date, and
c. In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
5) Report on other legal and Regulatory Requirements
i) As required by the Companies (Auditor''s Report) Order, 2003 ("The
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act 1956; we give in
the Annexure a statement on the matters specified in Paragraphs 4 and 5
of the said Order.
ii) As required by section 227(3) of the Companies Act 1956, 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 accounts as required by law, have
been kept by the Company so far as appears from our examination of
those Books of Account.
c. 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;
d. 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 read with the General Circular 15/2013 dated
13th September 2013 of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013.
e. On the basis of written representations received from Directors, as
at 31st March 2014 and taken on record by the Board of Directors, none
of the directors is disqualified as on 31st March, 2014 from being
appointed as a director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act 1956;
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF FLEX FOODS LIMITED FOR
THE YEAR ENDED 31ST MARCH 2014 (REFERRED TO IN PARAGRAPH 5(i) OF OUR
REPORT OF EVEN DATE)
(i) In respect of Fixed Assets of the Company:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) According to the information and explanations given to us, the
fixed assets of the Company have been physically verified by the
Management at reasonable intervals and no material discrepancies were
noticed on such verification as compared to books of account.
(c) Substantial part of fixed assets have not been disposed off during
the year.
(ii) In respect of Inventories of the Company:
(a) According to the information and explanations given to us, physical
verification of inventory has been conducted at reasonable intervals by
the Management.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 and
according to information and explanation given to us, no material
discrepancies were noticed on physical verification conducted by the
Management.
(iii) The Company has not granted/taken any loans, secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Therefore the
provisions of clause (iii) of Para 4 of the Companies (Auditor''s
Report) Order, 2003 and (amendment) Order 2004 are not applicable to
the Company.
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the company and nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. We have not observed any major weaknesses in internal control
system; hence no comment has been given on the continuing failure to
correct them.
(v) (a) According to information and explanations given to us, we are
of the opinion that there are no contracts or arrangements referred to
in Section 301 of the Companies Act, 1956.
(b) As the company has not entered any transaction, no comments have
been given in respect of Clause (v) of Para 4 of the Companies
(Auditor''s Report) order 2003 and (amendment) Order 2004.
(vi) The company has not accepted any deposits from the public. Hence
the compliance of the directives issued by the Reserve Bank of India
and provisions of Section 58A, 58AA, or other relevant provisions of
the Companies Act 1956 and rules framed there under are not applicable.
(vii) The internal audit of the Company has been conducted by an
independent firm of Chartered Accountants and in our opinion; the
Company has an adequate internal audit system commensurate with the
size and nature of its business.
(viii) The maintenance of the cost records pursuant to the companies
(Cost Accounting Records) Rules, 2011 are prescribed by the Central
Government Under clause (d) of sub-section (1) of Section 209 of the
Companies Act 1956, for the products dealt / manufactured by the
Company and we are of the opinion that prima facie, the prescribed
records have been maintained.
(ix) (a) According to the records of the company, it is generally
regular in depositing undisputed statutory dues including Provident
Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty,
Excise duty, Cess and any other applicable statutory dues with the
appropriate authorities.
However the provisions of Employees'' State Insurance Act ''1948 do not
apply to the Company at this stage and therefore deposit of Employees
State Insurance dues with the appropriate authorities in time are not
applicable to the Company.
According to the information and explanations given to us there are no
undisputed amount payable in respect of Provident Fund, Income Tax/
Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess
and other applicable statutory dues as at the year end for a period of
more than six months from the date they become payable.
(b) According to the information and explanations given to us, there
are no pending dues in respect of Sales tax/ Wealth tax / Service tax /
Custom duty / Cess which has not been deposited on account of any
dispute.
However following amout aer involved (Gross of Amount deposited under
protest) with under mentioned forum in respect of the following:
i) Disputed Income Tax dues: Aggregate Income Tax of Rs.21.57 lakhs,
pending before a) ITAT (Rs.16.63 lakhs) and b) CIT (Appeals) Bangalore
(Rs.4.94 Lakhs).
(x) The Company does not have any accumulated losses at the end of
financial year. The Company has not incurred cash losses during the
financial year and in the immediately preceding financial year;
accordingly no comment has been made in respect of matter specified
under Clause (x) of Para 4 of the Companies (Auditors Report) Order,
2003 and (amendment) Order 2004.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions or Banks. The Company has not issued any
debentures.
(xii) The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
hence the maintenance of adequate documents and records is not
applicable.
(xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit
Fund/ Society. Therefore the provision of Clause (xiii) of Para 4 of
the Companies (Auditor''s Report) Order, 2003 is not applicable to the
Company.
(xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments, hence the provision of Clause (xiv)
of Para 4 of the Companies (Auditor''s Report) Order,2003 and
(amendment) Order 2004 is not applicable to the company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others, from
Bank or Financial institutions.
(xvi) According to the information and explanations given to us, the
Company has taken term loan during the year and same has been applied
for the purpose for which it has been obtained.
(xvii) According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, we
report that the funds raised on short-term basis have not been used for
long-term investment by the company.
(xviii) The Company has not made any preferential allotment of shares
during the financial year to parties and Companies covered in register
maintained Under Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures, hence the provision of
clause (xix) of Para 4 of the Companies (Auditor''s Report) Order 2003
and (amendment) Order 2004 is not applicable to the Company.
(xx) During the Financial Year, Company has not raised any money by
public issues, hence the provision of Clause (xx) of Para 4 of the
Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is
not applicable to the Company.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Registration No.005839N
Place : NOIDA Bhawna Khanna
Dated : 22nd May, 2014 Partner
Membership No. 502428
Mar 31, 2013
1. We have audited the accompanying financial statements of FLEX FOODS
LIMITED ("The Company") which comprise the Balance Sheet as at 31st
March 2013, and 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.
2. Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that gives a true and fair view of the financial position,
financial performance and cash flows 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.
3) Auditors'' 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
for material misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on our 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, we 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. 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.
4. 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 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 31st March, 2013;
b. In the case of the Statement of Profit and Loss , of the Profit of
the Company for the year ended on that date, and
c. In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
5) Report on other legal and Regulatory Requirements
i) As required by the Companies (Auditor''s Report) Order, 2003 ("The
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act 1956; we give in
the Annexure a statement on the matters specified in Paragraphs 4 and 5
of the said Order.
ii) As required by section 227(3) of the Companies Act 1956, 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 accounts as required by law,
have been kept by the Company so far as appears from our examination of
those Books of Account.
c. 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;
d. 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.
e. On the basis of written representations received from Directors, as
at 31st March 2013 and taken on record by the Board of Directors, none
of the Directors is disqualified as on 31st March, 2013 from being
appointed as a Director in terms of clause (g) of sub- section (1) of
section 274 of the Companies Act 1956;
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF FLEX FOODS LIMITED
FOR THE YEAR ENDED 31st MARCH 2013 (REFERRED TO IN PARAGRAPH 5(i) OF
OUR REPORT OF EVEN DATE)
(i) In respect of Fixed Assets of the Company:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) According to the information and explanations given to us, the
fixed assets of the Company have been physically verified by the
Management at reasonable intervals and no material discrepancies were
noticed on such verification as compared to books of account.
(c) No substantial fixed assets had been disposed off during the year.
(ii) In respect of Inventories of the Company:
(a) According to the information and explanations given to us, physical
verification of inventory has been conducted at reasonable intervals by
the Management.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 and
according to information and explanation given to us, no material
discrepancies were noticed on physical verification conducted by the
Management.
(iii) The Company has not granted/taken any loans, secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Therefore the
provisions of clause
(iii) of Para 4 of the Companies (Auditor''s Report) Order, 2003 and
(amendment) Order 2004 are not applicable to the Company.
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. We have not observed any major weaknesses in Internal Control
System; hence no comment has been given on the continuing failure to
correct them.
(v) (a) According to information and explanations given to us, we are
of the opinion that there are no contracts or arrangements referred to
in Section 301 of the Companies Act, 1956.
(b) As the company has not entered any transaction, no comments have
been given in respect of Clause (v) of Para 4 of the Companies
(Auditor''s Report) Order 2003 and (Amendment) Order 2004.
(vi) The Company has not accepted any deposits from the public. Hence
the compliance of the directives issued by the Reserve Bank of India
and provisions of Section 58A, 58AA, or other relevant provisions of
the Companies Act 1956 and rules framed there under are not applicable.
(vii) The internal audit of the Company has been conducted by an
independent firm of Chartered Accountants and in our opinion the
Company has an adequate internal audit system commensurate with the
size and nature of its business.
(viii) The maintenance of the cost records pursuant to the Companies
(Cost Accounting Records) Rules, 2011 are prescribed by the Central
Government Under clause (d) of sub-section (1) of Section 209 of the
Companies Act 1956, for the products dealt / manufactured by the
Company and we are of the opinion that prima-facie, the prescribed
records have been maintained.
(ix) (a) According to the records of the Company, it is generally
regular in depositing undisputed statutory dues including Provident
Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Custom duty,
Excise duty, Cess and any other applicable statutory dues with the
appropriate authorities.
However the provisions of Employees'' State Insurance Act''1948 do
not apply to the Company at this stage and therefore deposit of
Employees State Insurance dues with the appropriate authorities in time
are not applicable to the Company.
According to the information and explanations given to us there are no
undisputed amount payable in respect of Provident Fund, Income Tax/
Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess
and other applicable statutory dues as at the year end for a period of
more than six months from the date they become payable.
(b) According to the information and explanations given to us, there
are no pending dues in respect of Sales tax/ Wealth tax / Service tax /
Custom duty / Cess which has not been deposited on account of any
dispute. However following amounts are involved (Gross of Amount
deposited under protest) with under mentioned forum in respect of the
following:
i) Disputed Income Tax dues: Aggregate Income Tax of Rs.187.75 lacs,
pending before a) ITAT (Rs.18.25 lacs) and b) CIT (Appeals) (Rs.169.50
lacs).
ii) Disputed Excise demands: Aggregate Excise Demand of Rs.23.91 lacs,
pending before Excise & Customs Commissioner Appeals.
(x) The Company does not have any accumulated losses at the end of
financial year. The Company has not incurred cash losses during the
financial year and in the immediately preceding financial year;
accordingly no comment has been made in respect of matter specified
under Clause (x) of Para 4 of the Companies (Auditors Report) Order,
2003 and (Amendment) Order 2004.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions or Banks. The Company has not issued any
debentures.
(xii) The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
hence the maintenance of adequate documents and records is not
applicable.
(xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit
Fund/ Society. Therefore the provision of Clause (xiii) of Para 4 of
the Companies (Auditor''s Report) Order, 2003 is not applicable to the
Company.
(xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments, hence the provision of Clause (xiv)
of Para 4 of the Companies (Auditor''s Report) Order, 2003 and
(amendment) Order 2004 is not applicable to the Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others, from
Bank or Financial Institutions.
(xvi) According to the information and explanations given to us, the
Company has taken term loan during the year and same has been applied
for the purpose for which it has been obtained.
(xvii) According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, we
report that the funds raised on short-term basis have not been used for
long-term investment by the Company.
(xviii) The Company has not made any preferential allotment of shares
during the financial year to parties and Companies covered in register
maintained Under Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures, hence the provision of
clause (xix) of Para 4 of the Companies (Auditor''s Report) Order 2003
and (amendment) Order 2004 is not applicable to the Company.
(xx) During the Financial Year, Company has not raised any money by
public issues, hence the provision of Clause (xx) of Para 4 of the
Companies (Auditor''s Report) Order 2003 and (amendment) Order 2004 is
not applicable to the Company.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Registration No.005839N
Bhawna Khanna
Place : NOIDA Partner
Dated : 13th May 2013 Membership No.502428
Mar 31, 2012
1. We have audited the attached Balance Sheet of FLEX FOODS LIMITED as
at 31st March 2012, the Statement of Profit and Loss and the Cash Flow
Statement 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 the 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 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 and
(amendment) Order 2004, issued by the Central Government of India in
terms of Section 227(4A) 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 above, 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 accounts as required by law have
been kept by the Company so far as appears from our examination of
those Books of Account.
c. 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;
d. 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.
e. On the basis of written representations received from Directors, as
at 31st March 2012 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31st 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;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with Notes to the
Financial Statements thereon, gives 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 31st March, 2012;
b. In the case of the Statement of Profit and Loss , of the Profit of
the Company for the year ended on that date, and
c. In the case of the Cash Flow Statement, of the Cash Flows for the
year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT OF FLEX
FOODS LIMITED FOR THE YEAR ENDED 31st MARCH 2012
(REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF
EVEN DATE)
i) In respect of Fixed Assets of the Company:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
b) According to the information and explanations given to us, the fixed
assets of the Company have been physically verified by the Management
at reasonable intervals and no material discrepancies were noticed on
such verification as compared to books of account.
c) No substantial fixed assets had been disposed off during the year.
ii) In respect of Inventories of the Company:
a) According to the information and explanations given to us, physical
verification of inventory has been conducted at reasonable intervals by
the Management.
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
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 and according
to information and explanation given to us, no material discrepancies
were noticed on physical verification conducted by the Management.
iii) The Company has not granted/taken any loans, secured or unsecured
to/from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956. Therefore the
provisions of clause
(iii) of Para 4 of the Companies (Auditor's Report) Order, 2003 and
(amendment) Order 2004 are not applicable to the Company.
iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the company and nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. We have not observed any major weaknesses in internal control
system; hence no comment has been given on the continuing failure to
correct them.
v) (a) According to information and explanations given to us, we are of
the opinion that there are no contracts or arrangements referred to in
Section 301 of the Companies Act, 1956.
b) As the company has not entered any transaction, no comments have
been given in respect of Clause (v) of Para 4 of the Companies
(Auditor's Report) Order 2003 and (amendment) Order 2004.
vi) The company has not accepted any deposits from the public. Hence
the compliance of the directives issued by the Reserve Bank of India
and provisions of Section 58A, 58AA, or other relevant provisions of
the Companies Act 1956 and rules framed there under are not applicable.
vii) The internal audit of the Company has been conducted by an
independent firm of Chartered Accountants and in our opinion the
Company has an adequate internal audit system commensurate with the
size and nature of its business.
viii) Maintenance of the cost records pursuant to the Companies (Cost
Accounting Records) Rules, 2011 are prescribed by The Central
Government under clause (d) of sub-section (1) of section 209 of the
Companies Act 1956 for the products dealt / manufactured by the Company
and we are of the opinion that prima facie, the prescribed records have
been maintained.
ix) a) According to the records of the company, it is regular in
depositing undisputed statutory dues including Provident Fund, Income
tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty,
Cess and any other applicable statutory dues with the appropriate
authorities.
However the provisions of Employees' State Insurance Act,1948 do not
apply to the Company at this stage and therefore deposit of Employees
State Insurance dues with the appropriate authorities in time are not
applicable to the Company.
According to the information and explanations given to us there are no
undisputed amount payable in respect of Provident Fund, Income Tax/
Sales tax/ Wealth tax / Service tax / Custom duty / Excise duty / Cess
and other applicable statutory dues as at the year end for a period of
more than six months from the date they become payable.
b) According to the information and explanations given to us, there are
no pending dues in respect of Sales tax/ Wealth tax / Service tax /
Custom duty / Excise duty / Cess which has not been deposited on
account of any dispute However following amounts are involved (Gross of
Amount deposited under protest) with under mentioned forum in respect
of the disputed Income Tax dues: Aggregate Income Tax of Rs.65.78 lacs,
pending before
a) Delhi High Court (Rs.32.96 lacs) and b) CIT (Appeals) (Rs.32.82
lacs)
x) The Company does not have any accumulated losses at the end of
financial year. The Company has not incurred cash losses during the
financial year and in the immediately preceding financial year;
accordingly no comment has been made in respect of matter specified
under Clause (x) of Para 4 of the Companies (Auditors Report) Order,
2003 and (amendment) Order 2004.
xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions or Banks. The Company has not issued any
debentures.
xii) The Company has not granted loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
hence the maintenance of adequate documents and records is not
applicable.
xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit Fund/
Society. Therefore the provision of Clause (xiii) of Para 4 of the
Companies (Auditor's Report) Order, 2003 is not applicable to the
Company.
xiv) The Company is not dealing or trading in shares, securities,
debentures and other investments, hence the provision of Clause (xiv)
of Para 4 of the Companies (Auditor's Report) Order ,2003 and
(amendment) Order 2004 is not applicable to the Company.
xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others, from
Bank or Financial institutions.
xvi) According to the information and explanations given to us, the
Company has taken term loan during the year and same has been applied
for the purpose for which it has been obtained.
xvii) According to the information and explanations given to us, and on
an overall examination of the Balance Sheet of the Company, we report
that the funds raised on short-term basis have not been used for
long-term investment by the Company.
xviii) The Company has not made any preferential allotment of shares
during the financial year to parties and Companies covered in register
maintained Under Section 301 of the Companies Act, 1956.
xix) The Company has not issued any debentures, hence the provision of
clause (xix) of Para 4 of the Companies (Auditor's Report) Order 2003
and (amendment) Order 2004 is not applicable to the Company.
xx) During the financial year, Company has not raised any money by
public issues, hence the provision of Clause (xx) of Para 4 of the
Companies (Auditor's Report) Order 2003 and (amendment) Order 2004 is
not applicable to the Company.
xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Registration No.005839N
Bhawna Khanna
Place : NOIDA Partner
Dated : 9th July, 2012 Membership No.502428
Mar 31, 2010
1. We have audited the attached Balance Sheet of FLEX FOODS LIMITED as
at 31st March 2010, the Profit & Loss Account and also the Cash Flow
Statement 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 the auditing standards
generally accepted in India. Those standards require thai 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 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 and
(amendment) Order 2004, issued by the Central Government of India in
terms of Section 227(4A) 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 above, we report
that:-
a. We have obtained alt the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audi)
b. in our opinion, proper books of accounts as required by law, have
been kept by the Company so far as appears from our examination of
those Books of Account.
c The Balance Sheet, Profit & LossAccount and Cash Flow Statement dealt
with by this report are in agreement with the Books of Account;
d. !n our opinion the Balance Sheet. Profit & 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
e. On the basis of written representations received from Directors, as
at 31s March 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified ason 31" March, 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the CompaniesAct 1956; ..
f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with significant
Accounting Policies & Notes thereon, gives the information required by
the CompaniesAct, 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 31st March, 2010;
b. In the case of the Profit & Loss Account, of the Profit of the
Company for (he year ended on that date, and
c. In the case of the Cash Ftow Statement, of the Cash Flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT OF FLEX FOODS LIMITED FOR THE YEAR
ENDED 31st MARCH, 2010 (REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF
EVEN DATE)
(i) In respect of Fixed Assets of the Company:
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its fixed assets.
(b) According to the information and explanations given to us, the
fixed assets of the Company have been physically verified by the
Management at reasonable intervals and no material discrepancies were
noticed on such verification as compared to books of account.
(c) No substantial fixed assets had been disposed off during the year,
(ii) In respect of Inventories of the Company:
(a) According to the information and explanations given to us, physical
verification of inventory has been conducted at reasonable intervals by
the Management.
(b) In our opinion and according to the information and explanations
given to us. the procedures of physical verification of inventory
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 and
according to information and explanation given to us, no material
discrepancies were noticed on physical verification conducted by the
Management.
(iii) (a) The Company had granted unsecured loan of Rs.3.00.00,000/- to
a Company, cowered in the Register maintained under Section 301 of The
Companies Act 1956, which was received back by the Company before end
of the financial year.
(b) As explained to us the rate of interest and other terms &
conditions of loan given by the Company are not prima facie prejudicial
to the interest of the Company.
(c) There is no overdue amount hence the provision of Clause (iii)(d)
of Para 4 of the Companies (Auditors Report) Order 2003 is not
applicable to the Company, hence not commented upon.
(d) The Company has not taken any loans, secured or unsecured from the
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act 1956.
(e) The provision of clause (iii)(f) of Para 4 of the Companies
(Auditors Report) Order 2003 is not applicable to the Company, hence
not commented upon.
(f) The provision of clause (iii)(g) of Para 4 of the Companies
(Auditors Report) Order 2003 is not applicable to the Company, hence
not commented upon.
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchase of inventory and fixed assets and for the sate of goods and
services We have not observed any major weaknesses in internal control
system , hence no comment has been given on the continuing failure to
correct them.
(v) (a) According to information and explanations given to us, we are
of the opinion that there are no contracts or arrangements referred to
in section 301 of the Companies Act, 1956,
(b) As the Company has not entered any transaction, no comments have
been given in respect of Clause (v) of Para 4 of the Companies
(Auditors Report) order 2003.
{vi] The Company has not accepted any deposits from (he public Hence
the compliance of the directives issued by the Reserve Bank India and
provisions of Section 58A, 58AA, or other relevant provisions of the
Companies Act 1956 and rules framed there under are not applicable.
(vii) The internal audit of the Company has been conducted by an
independent firm of Chartered Accountants and in our opinion, the
Company has art adequate internal audit system commensurate with the
size and nature of its business.
(viii)The maintenance of the cost records has not been prescribed by
the Central Government under section 209{1) (d) of the Companies Act
1956, for the products dealt/ manufactured by the Company. Hence the
provision of clause (viii) of Para 4 of the Companies (Auditors
Report) Order 2003 is not applicable
(ix) (a) According to the records of the Company, it is regular in
depositing undisputed statutory dues including provident fund,
Investors Education and Protection fund, Income-tax, Sales-tax. Wealth
tax, Service tax, Custom duty, Excise duty, Cess and any other
applicable statutory dues with the appropriate authorities.
However the provisions of Employee State Insurance Act194B do not
apply to the Company at this stage and therefore deposit of Employees
State Insurance dues with the appropriate authorities in time are not
applicable to the Company.
According to the information and explanations given to us there are no
undisputed amount payable in respect of Provident Fund, Investors
Protection Fund. Income Tax/ sales tax/ Wealth tax / Service lax /
Custom duty / Excise duty / Cess and other applicable statutory dues as
at the year end for a period of more than six months from the date they
become payable
(b) According to the information and explanations given to us, there
are no pending dues in respect of sates tax/ Wealth tax / Service tax /
Custom duty / Excise duty / Cess which has not been deposited on
account of any dispute
However following amounts are involved (Gross of Amount deposited under
protest) with under mentioned forum in respect of the disputed Income
Tax dues: Aggregate Income Tax of Rs 26.01 lacs, pending before a)
Delhi High Court (Rs.20.05 lacs) and b) CIT (Appeals) (Rs.5.96 lacs)
(x) The Company does not have any accumulated losses at the end of
financial year. The Company has not incurred cash losses during the
financial year snd in the Immediately preceding financial year,
accordingly no comment has been made in respect of matter specified
under Clause (x)of Para 4 of the Companies (Auditors Report) Order,
2003
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
Financial Institutions or Banks. The Company has not issued any
debentures.
(xii) The Company has not granted" loans and advances on the basis of
security by way of pledge of shares, debentures and other securities,
hence the maintenance of adequate documents and records is not
applicable.
(xiii) The Company is not a Chit Fund, or a Nidhi / Mutual Benefit
Fund/ Society Therefore the provision of Clause (xiii) of Para 4 of the
Companies (Auditors Report) Order, 2003 is not applicable to the
Company.
(xiv)The Company is not dealing or trading in shares. securities,
debentures and other investments, hence the provision of Clause (xiv)
of Para 4 of the Companies (Auditors Report) Order ,2003 is not
applicable to the Company,
(xv) According to the information and explanations given to us. the
Company has not given any guarantee for loans taker by others, from
Bank or Financial institutions.
(xvi) According to the information and explanations given to us, the
Company has not taken any term loan during the year. Therefore
provision of the clause (xvi)of Para 4 of the Companies (Auditors
Report) Order 2003 is not applicable to the Company.
(xvii) According to the information and explanations given to us, and
on an overall examination of the Balance Sheet of the Company, we
report that the funds raised on short-term basis have not been used for
long-term investment by the Company.
(xviii) The Company has not made any preferential allotment of shares
during the financial year to parties and Companies covered in register
maintained Under v Section 301 of the Companies Act, 1955.
(xix) The Company has not issued any debentures, hence the provision of
clause (xix) of Para 4 of the Companies (Auditors Report) Order 2003
is not applicable to the Company
(xx) During the financial year, Company has not raised any money by
public issues, hence the provision of Clause (xx) of Para 4 of the
Companies (Auditors Report) Order 2003 is not applicable to the
Company.
(xxi)To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For JAIN SINGHAL & ASSOCIATES
Chartered Accountants
Firm Regn. No.: 005839N
Bhawna Khanna
Place : NOIDA partner
Dated : 2Ã Jury, 2010 Membership No 502428
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