| 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
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