Mar 31, 2015
1. We have audited the accompanying financial statements of Ocean Agro
(India) Limited ('the Company') which comprise the balance sheet as at
31 March 2015, 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 standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. 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 disclosures in the financial statements.
The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company's preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
4. Qualified Opinion
As confirmed by the company, they have carried out investigation in
respect of old outstanding debtors through a management team and taken
incentive steps to recover old outstanding debtors and reviving those
customers by supply of goods to them. Pursuant to scheme and work
carried out by the company, they hope to recover old outstanding dues
from old debtors and therefore after a detailed analytical review of
recovering the same a provision of Rs. 165 lacs (approx) would be
required
required to be made out of which Rs.65 lacs is provided as provision of
bad and doubtful debts during the year. Company intends to provide
Rs.100 lacs in phased manner of 2 years with a constant review of
debtor's provision. To that extent Rs. 100 lacs remains unprovided. A
sum of Rs.87.50 lacs is written off as bad debts out of accumulated
provision of Rs. 106.01 lacs leaving balance of Rs. 18.50 lacs.
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Qualified opinion paragraph, the financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in india:
(I) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2015;
(ii) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
(iii) 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
1. As required by the 'Companies (Auditor's Report) Order, 2015'
issued by the Central Government of India in terms of Section 143(11)
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.
2. As required by section 143(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose Of our
audit;
b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. The balance sheet, 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 aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the
directors and taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2015 from being appointed as a
director in terms of Section 164 (2) of the Act;
f. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and
Auditor's) 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.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses; and
iii. The Company is not required to transfer amount to investor
education and protection fund.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in our report to the members of Ocean Agro (
India ) Limited ('the Company') for the year ended 31 March 2015. We
report that:
I In respect of its fixed assets:
a) The Company has maintained records that show full particulars
including quantitative details and situation of fixed assets.
b) As explained to us, the fixed assets have been physically verified
by the management periodically. No material discrepancies were noticed
on such physical verification.
c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
II a) As explained to us, the inventories have been physically verified
at reasonable intervals by the management during the year. In respect of
substantial portion of the stock lying with agents, Certificates
containing details of the stock have been received.
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 as regards the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
III in respect of loans, secured or unsecured the company has granted
advances for business to a company, firms and other parties covered in
the register maintained under section 189 of the act. The total of the
year end balance was Rs. 21,96,677,47 Credit.
IV In our opinion and according to the information and explanations
given to us, there is adequate internal control procedure commensurate
with the size of the company and the nature of its business with regard
to purchases of inventories and fixed assets and with regards to the
sale of goods. During the course of our audit, we have not observed any
major weaknesses in internal controls. Some of the items purchased are
of proprietary nature and suitable alternative sources do not exist for
obtaining comparable quotation.
V The Company has not accepted any deposits from the public.
VI The Central Government of India has prescribed the maintenance of
cost records under Section 148(1) of the Act
VII In respect of statutory dues:
a) Undisputed statutory dues including provident fund, employees' state
insurance, income tax, sales tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax, cess and others as applicable
have generally been regularly deposited with the appropriate
authorities. There are no undisputed amounts payable in respect of
foresaid dues outstanding as at 31 March 2015 for a period of more than
six months from the date they became payable.
b) In respect of disputed statutory dues, the following matter are
pending with various appellate authorities.
Sr. No. Year Liability Amount Rs. Status
1 AY2000-2001 Income Tax 7,19,311 Appeal pending with High
Court. Ahmedabad
Appeal pending with
Commercial Tax Officer,
Ghatak (II)
2 AY2007 - 2008 C.S.T 2,75,804 vadodara.
c) The Company is not required to transfer amount to investor education
and protection fund.
VII The accumulated losses of the company are not more than 50% of its
net worth and has not incurred cash losses during the year covered by
our audit and the immediately preceding financial year.
IX The Company has not defaulted in repayment of dues to banks and
financial institutions during the year. The Company has not issued any
debentures during the year.
X According to information and explanations given to us, the Company
has not given any guarantee for loans taken by subdiaries and others
from Banks or Financial Institutions.
XI The Company has raised term loans during the year which have been
applied for the purpose for which they were raised.
XII Based on the audit procedures performed and according to the
information and explanations given to us, we report that no fraud on or
by the Company has been noticed or reported during the year.
For AmbalaIM.Shah&Co.
Chartered Accountants
Place: Vadodara CA.AshokA. Jain
Date : 28th May 2015 Partner
M.No. 030389
Mar 31, 2014
1. We have audited the accompanying financial statements of Ocean Agro
(India) Limited (''the Company'') which comprise the balance sheet as
at 31 March 2014, the statement of profit and loss and the cash flow
statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
2. Management''s Responsibility for the Financial Statements
The Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash 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 13 September 2013 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
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity''s internal control. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit
opinion.
4. Qualified Opinion
In respect of long outstanding debtors, company is reviewing its
recovery and has written off Rs. 83 Lacs (Approx.) and made provision
of Rs. 75 Lacs leaving a balance of Rs. 1125 Lacs, for which
substantial provision for bad debts is required. Bank balance of Rs. 42
Lacs are unconfirmed and requires to be recovered from Branches /
Agents or in its absence be provided for. Due to above profit is
overstated by above recoverable.
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Qualified opinion paragraph, the financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in india.
(i) in the case of the balance sheet, of the state of affairs of the
Company as at 31 March 2014.
(ii) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
(iii) 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
1. As required by the Companies (Auditor''s Report) Order, 2003 (''the
Order''), as amended, issued by the Central Government of India in
terms of sub-section (4A) of section 227 of the Act, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose Of our
audit.
b. In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. The balance sheet, 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 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 13 September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013;
and
e. On the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
(Referred to in Paragraph (1) of our report of even date)
The Annexure referred to in our report to the members of Ocean Agro
(India) Limited (''the Company'') for the year ended 31 March 2014. We
report that
I. In respect of its fixed assets:
a) The Company has maintained records that show full particulars
including quantitative details and situation of fixed assets.
b) As explained to us, the fixed assets have been physically verified
by the management periodically. No material discrepancies were noticed
on such physical verification.
c) Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
II. a) As explained to us, the inventories have been physically
verified at reasonable intervals by the management during the year. In
respect of substantial portion of the stock lying with agents,
Certificates containing details of the stock have been received.
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 as regards the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
III. in respect of loans, secured or unsecured the company has granted
advances for business to a company, firms and other parties covered in
the register maintained under section 301 of the companies act, 1956.
The total of the year end balance was Rs. 39,79,084,47 Credit.
IV. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of fixed assets. Some of the items purchased
are of proprietary nature and suitable alternative sources do not exist
for obtaining comparable quotation. There is adequate internal control
procedure commensurate with the size of the company and the nature of
its business with regard to purchases of inventories and fixed assets
and with regards to the sale of goods. During the course of our audit,
we have not observed any major weaknesses in internal controls.
V. In respect of transactions covered under section 301 of the
Companies Act, 1956
a) According to the information and explanations given to us, we are of
the opinion that the transactions that need to be entered into in the
register maintained under Section 301 of the Companies Act, 1956 have
been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in
respect of any party during the year except the purchases from M/s.
Industrial Additives aggregating to an amount of Rs. 1,04,41,958 for
the purchase of proprietary nature items for which no suitable
alternative source exist for obtaining comparable quotations.
VI. The company has not accepted any deposit from the public.
VII. In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business. However it
is required to be strengthened.
VIII. The Central Government of India has prescribed the maintenance of
cost records under Section 209(1 )(d) of the Act.
IX. In respect of statutory dues:
a) The company is generally regular in depositing with appropriate
authorities, undisputed Income tax and other statutory dues applicable
to it.
b) According to information and explanation given to us, no undisputed
amount payable in respect of statutory dues were in arrears as at 31s1
March, 2014 for a period of more than 6 months from the date they
became payable.
c) In respect of disputed statutory dues, the following matter are
pending with various appellate authorities.
Sr. No. Year Liability Amount Rs. Status
1. A.Y 2000 - 2001 Income Tax 719,311 Appeal pending with
High Court.Ahmedabad
2. A.Y 2007-2008 C.S.T. 2,75,804 Appeal pending with
Commercial Tax
officer, Ghatak
(II) Vadodara.
X. The accumulated losses of the company are not more than 50% of its
net worth and has not incurred cash losses during the year covered by
our audit and the immediately preceding financial year.
XI. According to the information and explanation given to us, the
company has not defaulted in payment of dues to financial institutions.
XII. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
XIII. The Company is not a chit fund or a nidhi / mutual benefit fund/
society. Therefore, the provisions of clause 4 (xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
XIV. In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report)
Order, 2003 are not applicable to the company.
XV. In our opinion and according to the information and explanation
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
XVI. The Company did not have any term loans outstanding during the
year. According to the information and explanation given to us and on
an overall examination of Balance Sheet, we report that no funds raised
on short term basis have been used for long term investment. No long
term funds have been used to finance short term assets.
XVII. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section
301 of the Act.
XVIII. No funds have been raised through the issue of Debentures by the
company.
XIX. The company has not made any public issue during the year.
XX. According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the Course of our audit.
For Ambalal M. Shah & Co.
Chartered Accountants
Place: Vadodara CA.Ashok A. Jain
Date : 30th May 2014 Partner
M.No. 030389
Mar 31, 2013
1. We have audited the attached Balance Sheet of OCEAN AGRO (INDIA)
LIMITED as at 31st March 2013 and also the Statement of Profit & loss
and Cash Flow Statement of the company for the year ended on that date
annexed thereto. These Financial Statements are the responsibility of
the Company''s management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and 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 issued
by the Central Government of India in terms of sub section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure
hereto a statement on the matter specified in paragraphs 4 and 5 of the
said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that: -
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
ii) In our opinion, the company has kept proper books of account as
required by law, so far as it appears from our examination of the books
of the company;
iii) The Balance sheet and Profit and Loss Account dealt with by the
report are in agreement with the books of accounts of the company;
iv) In our opinion, the Balance Sheet and Statement Profit and loss
comply with the accounting standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956, except AS-15 ''Employee
Benefits''.AS-21 ''consolidated Financial Statement '' and AS-22 ''
Accounting for taxes on income''.
5. On the basis of the written representations received from the
directors, and taken on record by the Board of Directors we report that
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.
6. Subject to the foregoing, and - 1) The company has not made any
provision for long outstanding debtors inclusive of carried forward
balances but has written off Rs.711500 during the year to profit & loss
account. Total provsion for doubtful debt created by company so far is
Rs. 50 lacs for long outstanding debtors of Rs. 1202.72 lacs (Approx).
2) Debtors/credit balances are subject to balance confirmation. 3)
Unoperated accounts at various C&F states needs reconcilation and
sutiable provisons. (Refer note no. : 16).
7. Company has fully owned LLC namely Ocean Agro LLC in U.S.A. Since
operational activities are not started, pre-operative expenses US $
2,52,974.14 shall be written off proportionately on commencement of its
business. Funds transferred to this LLC is treated as Investments in
view of non-commencement of commercial activities. This being
preliminary period, consolidation of financial statements are not done
properly as per AS 21 with Holding company as stated by the management.
However they are advised to do so. Losses of US $ 2,52,974.14
Pertaining to LLC is not provided in the account of the company.
8. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significiant Accounting Policies and notes thereon, 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 generelly accepted in India.
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2013; and
ii) In the case of Profit & Loss A/c of the profit of the company for
the year ended on 31st March 2013
iii) In the case of Cash Flow Statement of the company for the year
ended on 31st March 2013.
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in Paragraph (1) of our report of even date)
I In respect of its fixed assets :
a) The Company has maintained records that show full particulars
including quantitative details and situation of fixed assets which
needs to be updated more regularly.
b) As explained to us, the fixed assets have been physically verified
by the management periodically. No material discrepancies were noticed
on such physical verification.
c) In our opinion, the Company has not disposed off substantial part of
fixed assets during the year and the going concern status of the
Company is not affected.
II a) As explained to us, the inventories have been physically verified
at reasonable intervals by the management during the year. In respect
of substantial portion of the stock lying with agents, Certificates
containing details of the stock have been received.
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 as regards the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
III a) In respect of loans, secured or unsecured the company has
granted advances for business to a company, firms and other parties
covered in the register maintained under section 301 of the Companies
act, 1956 . The total of the year end balance was Rs. Rs. 45,12,126.47
Credit .
b) According to the information and explanation given to us, no
interest has been charged on loans taken from / granted to parties
listed in register maintained U/s 301 of the Companies act , 1956. The
said policy seems to be prima facie not prejudicial to the interest of
the company.
c) In respect of the loans granted and taken by the company, the amount
is repayable on demand.
d) On the basis of policy stated above, the question of overdue amount
does not arise.
IV In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of fixed assets. Some of the items purchased
are of proprietary nature and suitable alternative sources do not exist
for obtaining comparable quotation. There is adequate internal control
procedure commensurate with the size of the company and the nature of
its business with regard to purchases of inventories and fixed assets
and with regards to the sale of goods. During the course of our audit,
we have not observed any major weaknesses in internal controls.
V In respect of transactions covered under section 301 of the Companies
Act, 1956
a) According to the information and explanations given to us, we are of
the opinion that the transactions that need to be entered into in the
register maintained under Section 301 of the Companies Act, 1956 have
been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in
respect of any party during the year except the purchases from M/s.
Industrial Additives aggregating to an amount of Rs.68,84,277 for the
purchase of proprietary nature items for which no suitable alternative
source exist for obtaining comparable quotations.
VI In our opinion and according to information and explanation given to
us the Company has not accepted any deposits from the public.
VII Company has in-house internal audit system which is examined by us
and found adequate with respect to the size of the company and nature
of its business. However it is required to be strengthened.
VIII The maintenance of cost records under section 209 (1) (d) of the
companies Act, 1956 has not been prescribed by the Central Government.
IX In respect of statutory dues:
a) The company is generally regular in depositing with appropriate
authorities, undisputed Income tax and other statutory dues applicable
to it.
b) According to information and explanation given to us, no undisputed
amount payable in respect of statutory dues were in arrears as at 31
March, 2013 for a period of more than 6 months from the date they
became payable.
c) In respect of disputed statutory dues, the following matter are
pending with various appellate authorities.
Sr.
No. Year Liability Amount Rs. Status
1 A.Y 2000 - 2001 Income Tax 719,311 Appeal pending with
High Court.
Ahmedabad
X The accumulated losses of the company are not more than 50% of its
net worth and has not incurred cash losses during the year covered by
our audit and the immediately preceding financial year.
XI According to the information and explanation given to us, the
company has not defaulted in payment of dues to financial institutions.
XII In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
XIII The Company is not a chit fund or a nidhi / mutual benefit fund/
society. Therefore, the provisions of clause 4 (xiii) of the Companies
(Auditor''s Report) Order, 2003 are not applicable to the Company.
XIV In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 are not applicable to the company.
XV In our opinion and according to the information and explanation
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
XVI In our opinion and according to the information and explanation
given to us, the Company has not raised any new term loans during the
year.
XVII According to the information and explanation given to us and on an
overall examination of Balance Sheet, we report that no funds raised on
short term basis have been used for long term investment. No long term
funds have been used to finance short term assets.
XVIII According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
covered in the register maintained under section 301 of the Act.
XIX No funds have been raised through the issue of Debentures by the
company.
XX The company has not made any public issue during the year.
XXI According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the Course of
our audit.
For Ambalal M. Shah & Co.
Chartered Accountants
Place : Vadodara CA. Ashok A. Jain
Date : 30th May 2013 Partner
M. No. 30389
Mar 31, 2012
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in Paragraph (1) of our report of even date)
I In respect of its fixed assets: .
a) The Company has maintained records that show full particulars
including quantitative details and situation of fixed assets which
needs to be updated more regularly.
b) As explained to us, the fixed assets have been physically verified
by the management periodically. No material discrepancies were noticed
on such physical verification.
c) In our opinion, the Company has not disposed off substantial part of
fixed assets during the year and the going concern status of the
Company is not affected.
II a) As explained to us, the inventories have been physically verified
at reasonable intervals by the management during the year. In respect
of substantial portion of the stock lying with agents, Certificates
containing details of the stock have been received.
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 as regards the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
III a) In respect of loans, secured or unsecured the company has
granted advances for business to a company, firms and other parties
covered in the register maintained under section 301 of the Companies
act, 1956. The total of the year end balance was Rs. 5694861.47 Credit.
b) According to the information and explanation given to us, no
interest has been charged on loans taken from / granted to parties
listed in register maintained U/s 301 of the Companies act, 1956. The
said policy seems to be prima facie not prejudicial to the interest of
the company.
c) In respect of the loans granted and taken by the company, the amount
is repayable on demand.
d) On the basis of policy stated above, the question of overdue amount
does not arise.
IV In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of fixed assets. Some of the items purchased
are of proprietary nature and suitable alternative sources do not exist
for obtaining comparable quotation. There is adequate internal control
procedure commensurate with the size of the company and the nature of
its business with regard to purchases of inventories and fixed assets
and with regards to the sale of goods. During the course of our audit,
we have not observed any major weaknesses in internal controls.
V In respect of transactions covered under section 301 of the Companies
Act, 1956
a) According to the information and explanations given to us, we are of
the opinion that the transactions that need to be entered into in the
register maintained under Section 301 of the Companies Act, 1956 have
been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in
respect of any party during the year except the purchases from M/s.
Industrial Additives aggregating to an amount of Rs. 63,48,395 for the
purchase of proprietary nature items for which no suitable alternative
source exist for obtaining comparable quotations.
VI In our opinion and according to information and explanation given to
us the Company has not accepted any deposits from the public.
VII Company has in-house internal audit system which is examined by us
and found adequate with respect to the size of the company and nature
of its business however it is required to be strengthened.
VIII The maintenance of cost records under section 209 (1) (d) of the
companies Act, 1956 has not been prescribed by the Central Government.
IX In respect of statutory dues:
a) The company is generally regular in depositing with appropriate
authorities, undisputed Income tax and other statutory dues applicable
to it.
b) According to information and explanation given to us, no undisputed
amount payable in respect of statutory dues were in arrears as at 31
March, 2012 for a period of more than 6 months from the date they became
payable.
c) In respect of disputed statutory dues, the following matter are
pending with various appellate authorities.
Sl Year Liability Amount Status
1 A.Y 2000 -
2001 Income Tax 719,311 Appeal pending with
High Court. Ahmedabad
X The accumulated losses of the company are not more than 50% of its
net worth and has not incurred cash losses during the year covered by
our audit and the immediately preceding financial year.
XI According to the information and explanation given to us, the
company has not defaulted in payment of dues to financial institutions.
XII In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
XIII The Company is not a chit fund or a nidhi / mutual benefit fund/
society. Therefore, the provisions of clause
4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not
applicable to the Company.
XIV In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor's Report)
Order, 2003 are not applicable to the company.
XV In our opinion and according to the information and explanation
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
XVI In our opinion and according to the information and explanation
given to us, the Company has not raised any new term loans during the
year.
XVII According to the information and explanation given to us and on an
overall examination of Balance Sheet, we report that no funds raised on
short term basis have been used for long term investment. No long term
funds have been used to finance short term assets.
XVIII According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
covered in the register maintained under section 301 of the Act.
XIX No funds have been raised through the issue of Debentures by the
company.
XX The company has not made any public issue during the year.
XXI According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the Course of
our audit.
For AmbalaIM.Shah&Co.
Chartered Accountants
Place: Vadodara CA.AshokA. Jain
Date : 30th May 2012 Partner
M. No. 30389
Mar 31, 2010
1. We have audited the attached Balance Sheet of OCEAN AGRO (INDIA)
LIMITED as at 31 March 2010 and also the Profit & loss a/c of the
company for the year ended on that date annexed thereto. These
Financial Statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and 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 issued
by the Central Government of India in terms of sub section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure
hereto a statement on the matter specified in paragraphs 4 and 5 of the
said order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that: -
i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.
ii) In our opinion, the company has kept proper books of account as
required by law, so far as it appears from our examination of the books
of the company;
iii) The Balance sheet and Profit and Loss Account dealt with by the
report are in agreement with the books of accounts of the company;
iv) In our opinion, the Balance Sheet and Profit and loss Account
comply with the accounting standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956, except AS-15 Employee
Benefits.
5. On the basis of the written representations received from the
directors, and taken on
record by the Board of Directors we report that none of the directors
is disqualified as on 31 March 2010 from being appointed as a director
in terms of clause (g) of Sub Section (1) of Section 274 of the
Companies Act, 1956.
6. Subject to the foregoing, and -1) provision for bad & doubtful debts
Rs. 25 Lacs which in the opinion of the company is adequate inrespect
old debtors recovery as per clarificatory note number 2 in schedule P,
2) Non amortisation of balancing Rs. 7.15 lacs deferred revenue
expenses and thereby over statement of profit and under statement of
accumulated losses to that extent and 3) Debtors / Credit balances are
subject to balance confirmation, in our opinion and to the best of our
information and according to the explanations given to us, the said
accounts read together with the significant accounting policies and
other notes thereon give the information required by the Companies Act,
1956 in the manner so required and present a true and fair view in
conformity with the accounting principles generally accepted in India.
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2010; and
ii) in the case of Profit & Loss A/c of the profit of the company for
the year ended on 31 March 2010.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in Paragraph (1) of our report of even date)
I In respect of its fixed assets:
a) The Company has maintained records that show full particulars
including quantitative details and situation of fixed assets which
needs to be updated more regularly.
b) As explained to us, the fixed assets have been physically verified
by the management during the year. No material discrepancies were
noticed on such physical verification.
c) In our opinion, the Company has not disposed off substantial part of
fixed assets during the year and the going concern status of the
Company is not affected.
II a) As explained to us, the inventories have been physically verified
at reasonable intervals by the
management during the year. In respect of substantial portion of the
stock lying with agents, Certificates containing details of the stock
have been received.
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 as regards the
size of the company and the nature of its business.
c) In our opinion and according to the information and explanations
given to us, the company is maintaining proper records of its
inventories and no material discrepancies were noticed on physical
verification.
III a) In respect of loans, secured or unsecured the company has
granted advances for business to a
company, firms and other parties covered in the register maintained
under section 301 of the Companies act, 1956. The total of the year end
balance was Rs.7988464.47 Credit.
b) According to the information and explanation given to us, no
interest has been charged on loans taken from / granted to parties
listed in register maintained U/s 301 of the Companies act, 1956. The
said policy seems to be prima facie not prejudicial to the interest of
the company.
c) In respect of the loans granted and taken by the company, the amount
is repayable on demand.
d) On the basis of policy stated above, the question of overdue amount
does not arise.
IV In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business for the purchase of fixed assets. Some of the items purchased
are of proprietory nature and suitable alternative sources do not exist
for obtaining comparable quotation. There is adequate internal control
procedure commensurate with the size of the company and the nature of
its business with regard to purchases of inventories and fixed assets
and with regards to the sale of goods. During the course of our audit,
we have not observed any major weaknesses in internal controls.
V In respect of transactions covered under section 301 of the Companies
Act, 1956
a) According to the information and explanations given to us, we are of
the opinion that the transactions that need to be entered into in the
register maintained under Section 301 of the Companies Act, 1956 have
been so entered.
b) In our opinion and according to the information and explanations
given to us, there are no transactions in pursuance of contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in
respect of any party during the year except the purchases from M/s.
Industrial Additives aggregating to an amount of Rs.8337064forthe
purchase of proprietory nature items for which no suitable alternative
source exist for obtaining comparable quotations.
VI In our opinion and according to informattoitiicKl explanation given
to us the Company has not accepted any deposits from the public.
VII Company has in-house internal audit system which is examined by us
and found adequate with respect to the size of the company and nature
of its business except certain areas where it is required to be
strengthened.
VIM The maintenance of cost records under section 209 (1) (d) of the
companies Act, 1956 has not been prescribed by the Central Government.
IX In respect of statutory dues:
a) The company is generally regular in depositing with appropriate
authorities, undisputed Income tax and other statutory dues applicable
to it.
b) According to information and explanation given to us, no undisputed
amount payable in respect of statutory dues were in arrears as at 31
March, 2009 for a period of more than 6 months from the date they
became payable.
c) In respect of disputed statutory dues, the following matter are
pending with various appellate authorities.
Sr.
No. Year Liability Amount Rs. Status
1 A.Y 2000-2001 Income Tax 719,311 Appeal pending with
High Court. Ahmedabad
X The accumulated losses of the company are not more than 50% of its
net worth and has not incurred cash losses during the year covered by
our audit and the immediately preceding financial year.
XI According to the information and explanation given to us, the
company has not defaulted in payment of dues to financial institutions,
banks keeping in view mutual arrangement with IDBI for restructuring
the schedule of repayment of term loan.
XII In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
XIII The Company is not a chit fund or a nidhi / mutual benefit fund/
society. Therefore, the provisions of clause 4 (xiii) of the Companies
(Auditors Report) Order, 2003 are not applicable to the Company.
XIV In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 are not applicable to the company.
XV In our opinion and according to the information and explanation
given to us, the Company has not given any guarantees for loans taken
by others from banks or financial institutions.
XVI In our opinion and according to the information and explanation
given to us, the Company has not raised any new term loans during the
year.
XVII According to the information and explanation given to us and on an
overall examination of Balance Sheet, we report that no funds raised on
short term basis have been used for long term investment. No long term
funds have been used to finance short term assets.
XVIII According to the information and explanations given to us, the
company has not made any preferential allotment of shares to parties
covered in the register maintained under section 301 of the Act.
XIX No funds have been raised through the issue of Debentures by the
company.
XX The company has not made any public issue during the year.
XXI According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the Course of
our audit.
For AmbalalM.Shah & Co.
Chartered Accountants
Place: Vadodara CA.AshokA. Jain
Date : 28th May 2010 Partner
M.No.30389
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