1. We have audited the attached Balance Sheet of Agro Tech Foods
Limited (the Company) as at 31 March 2011, the profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date, annexed thereto. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and signifcant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
3. As required by the Companies (Auditors Report) Order, 2003 (the
Order), as amended, issued by the Central Government of India in terms
of sub- section (4A) of section 227 of the Companies Act, 1956, we
enclose in the Annexure, a statement on the matters specifed in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
i) we have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
ii) in our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
iii) the Balance Sheet, profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv) in our opinion, the Balance Sheet, profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub- section (3C) of section 211 of the
Companies Act, 1956, to the extent applicable;
v) on the basis of written representations received from the directors,
as on 31 March 2011, and taken on record by the Board of Directors, we
report that none of the directors is disqualifed as on 31 March 2011
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies Act, 1956; and
vi) in our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2011;
b) in the case of the profit and Loss Account, of the profit for the year
ended on that date; and
c) in the case of Cash Flow Statement, of the cash fows of the Company
for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
The Annexure referred to in the auditors report to the Members of Agro
Tech Foods Limited (the Company) for the year ended 31 March 2011. We
1. The Company has maintained proper records showing full particulars,
including quantitative details and situation of fxed assets.
2. The Company has a regular program of physical verifcation of its
fxed assets by which all fxed assets are verifed every year. In our
opinion, the periodicity of physical verifcation is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noted on such verifcation.
3. Fixed assets disposed off during the year were not substantial, and
therefore, do not affect the going concern assumption.
4. The inventories, except goods-in-transit and stocks lying with
third parties, have been physically verifed by the management during
the year. In our opinion, the frequency of such verifcation is
reasonable. For stocks lying with third parties at the year-end,
written confrmations have been obtained.
5. In our opinion, the procedures for the physical verifcation of
inventories followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
6. The Company is maintaining proper records of inventory. The
discrepancies noticed on verifcation between the physical stocks and
the book records were not material.
7. The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, frms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
8. In our opinion and according to the information and explanations
given to us, and having regard to the explanation that purchases of
certain items of inventories are for the Companys specialised
requirements and suitable alternative sources are not available to
obtain comparable quotations, there is an adequate internal control
system commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories and fxed assets and
with regard to the sale of goods and services. In our opinion and
according to the information and explanations given to us, there is no
continuing failure to correct major weaknesses in internal control
system. We have not observed any major weakness in the internal control
system during the course of the audit.
9. In our opinion, and according to the information and explanations
given to us, there are no contracts and arrangements the particulars of
which need to be entered into the register maintained under section 301
of the Companies Act, 1956.
10. The Company has not accepted any deposits from the public.
11. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
12. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 209(1)(d) of the Companies
Act, 1956 and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. However, we have
not made a detailed examination of the records.
13. According to the information and explanations given to us and on
the basis of our examination of the records of the Company, amounts
deducted/accrued in the books of account in respect of undisputed
statutory dues including provident fund, employees state insurance,
income-tax, sales-tax, wealth tax, service tax, customs duty, excise
duty and other material statutory dues have been regularly deposited
during the year by the Company with the appropriate authorities. As
explained to us, the Company did not have any dues on account of
investor education and protection fund.
Further, there were no dues on account of Cess under Section 441A of
the Act, since the date from which the aforesaid section comes into
force has not yet been notifed by the Central Government.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident Fund, Employees
State Insurance, Income tax, Sales tax, Wealth tax, Service tax,
Customs duty, Excise duty and other material statutory dues were in
arrears as at 31 March 2011 for a period of more than six months from
the date they became payable.
14. According to the information and explanations given to us, there
are no dues of income tax, wealth tax, service tax and customs duty
which have not been deposited with the appropriate authorities on
account of any dispute. According to the information and explanations
given to us, the following dues of sales tax, excise duty and entry tax
have not been deposited by the Company on account of disputes:
Amount Period to
Name of the Statute Nature of Dues Forum where the
dispute is pending
(Rs. Millions) amount
Excise Duty –
Act, 1944 0.78 2004 –
2005 Central Excise and
0.10 1997 –
1998 Sales Tax
General Sales Tax Sales Tax 1.80 2001 –
2002 Sales Tax
Act, 1956 2.68 2002 –
2003 Appellate Deputy
0.19 1997 –
1998 Sales Tax Appellate
Tax Act, 1958 Sales Tax 0.63 2002 –
2003 Joint Commissioner
of Sales Tax
0.22 1998 –
1999 Sales Tax Appellate
Tax Act, 1970 Sales Tax 0.12 1999 –
2000 Sales Tax Appellate
West Bengal Sales
Tax Act, 1994 Sales Tax 0.72 2001 –
2002 Sales Tax Appellate
0.62 2001 –
2002 Sales Tax Appellate
Tax Act, 1981 Sales Tax 2.26 2002 –
2003 Joint Commissioner,
0.95 2003 –
Tax Act, 1975 Sales Tax 0.39 2004 –
0.78 2003 –
2004 Deputy Commissioner
Act, 1948 Sales Tax and CST 359.55 2005 –
2006 Deputy Commissioner,
Tax Act, 1956 251.45 2006 –
2007 Deputy Commissioner,
Tax Act, 1954 Sales Tax 0.30 2001 –
2002 High Court, Jodhpur
0.26 2002 –
Tax Act, 1959 Sales Tax 2.23 2003 –
Act, 2001 Entry Tax 2.71 2005 –
2006 Deputy Commissioner
15. The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year and
in the immediately preceding financial year.
16. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
The Company did not have any outstanding dues to any financial
institution or debenture holders during the year.
17. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
18. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/ mutual beneft
19. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
20. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
21. The Company did not have any term loans outstanding during the
22. According to the information and explanations given to us and on
an overall examination of the
Balance Sheet of the Company, we are of the opinion that the funds
raised on short-term basis have not been used for long-term investment.
23. The Company has not made any preferential allotment of shares to
companies/frms/parties covered in the register maintained under Section
301 of the Companies Act, 1956.
24. The Company did not have any outstanding debentures during the
25. The Company has not raised any money by public issues.
26. According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.
For B S R and Co
Firm Registration Number: 128510W
Place : Gurgaon Partner
Date : 29 April 2011 Membership No: 48814