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MILKFOOD LTD.

06 January 2025 | 12:00

Industry >> Milk & Milk Products

Select Another Company

ISIN No INE588G01021 BSE Code / NSE Code 507621 / MLKFOOD Book Value (Rs.) 71.75 Face Value 5.00
Bookclosure 30/12/2024 52Week High 215 EPS 2.92 P/E 37.89
Market Cap. 269.74 Cr. 52Week Low 105 P/BV / Div Yield (%) 1.54 / 1.13 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

MILKFOOD LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Milkfood Limited (“the Company”), which comprise the standalone Balance Sheet as at March 31,2024, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Changes in Equity and the standalone Statement of Cash Flows for the year ended on that date, notes to the standalone financial statements and summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, the profit including total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Emphasis of matter:

Attention is drawn to the Note no 3C(i) regarding Scheme of Arrangement, Note no 6(ii) regarding Trade Receivables, Note No 8(iii) regarding advance to suppliers, Note No 12(ii) regarding GST, Note No 24(ii) regarding write back of security deposits, Note No 24(iii) item of exceptional nature, Note No 35(iii) where the Company has published standalone and consolidated financial results for the year ended 31.03.2024 and we have issued the report dated 30.05.2024 in pursuance of regulation 33 of SEBI (Listing obligation and disclosure Requirements) Regulations 2015. After publishing the results, certain adjusting events have occurred, which has resulted in deletion of contingent liabilities by Rs 2582 Lakhs. In the published results, the demand of ITC of IGST of Rs 1291 Lakhs created with an equivalent amount of penalty aggregating to Rs 2582 Lakhs under sec 74(1) r.w sec 122(i)(vii) of CGST Act, 2017 in respect of Moradabad plant was disclosed as contingent liability pursuant to the order of Additional Commissioner CGST (Meerut) dtd 13.03.2024. The Company had preferred an appeal against the said demand before CGST Appeals Meerut who vide order dtd 07.06.2024, has set aside the entire demand along with penalty. Therefore, the financial statements have been amended to that extent vide resolution of the Board dtd 25.06.2024 and the amount is shown as Nil. Company is of the view that it is neither required to adopt revised Financial Results for the period ended March 31,2024 under Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 nor the Company is required to revise the Financial Statements for the said period under section 131 of the Companies Act, 2013. We have relied upon the Company’s view.

Our opinion is not qualified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31,2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

The Key Audit Matter

How the matter was addressed in our audit

The company operates in various states within India, exposing it to a variety of different Central and State Laws, regulations and interpretations thereof. In this regulatory environment, there is an inherent risk of litigation and claims.

Consequently, provisions and contingent liability disclosures may arise from direct and indirect tax proceeding, legal proceedings including regulatory and other government/ department proceedings, as well as investigations by authorities and commercial claims.

Our procedures included:

Understanding the process followed by the Company for assessment and determination of the amount of provisions and contingent liabilities relating to taxation, litigations and Claims.

Evaluating the design and implementation and testing operating effectiveness of key internal controls around the recognition and measurement of provisions and re-assessment of contingent liabilities

Reviewing the outstanding litigations against the Company for consistency with the previous years, enquire and obtain explanations for movement during the year.

Discussing the status of significant known actual and potential litigations with the Company’s in-house officials and other senior management personnel who have knowledge of these matters and assessing their responses.

Sales Tax case pending with Rajasthan Tax Board

At March 31,2024, the Company’s contingent liabilities for legal matters were Rs. 78 Lakhs (refer Note 35 to the standalone financial statement) and provision for legal matters aggregated Nil. This represents tax of Rs.71 Lakhs levied u/s 47 of Rajasthan Sales Tax Act. 1994. The tax has been levied on account of non-deposit of sale tax by the consignment agent of the company. Department is of the view that liability of principal and agent is joint and several. The remaining Rs 7 Lakhs represent the claim against the company that have not been acknowledged as debt.

Perusing the latest correspondence between the Company and the various tax/legal authorities being the order passed by Appellate Authority-1 Jaipur, CTO Dated 22.12.2021 against which the company has filed a petition before the Rajasthan Tax Board Ajmer and review of correspondence with / legal opinions obtained by the management, from external legal advisors, wherever applicable, for significant matters and considering the same in evaluating the appropriateness of the Company’s provisions or disclosures on such matters.

Examining the Company’s legal expenses and perusing the minutes of the board meetings, in order to ensure that all cases have been identified.

Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures.

For those matters where management concluded that no provisions should be recorded, considered the adequacy and completeness of the Company’s disclosures.

GST Receivable

The Goods and Services Department had visited the premises of the company on 24.08.2020 to verify the transactions of the company with certain dealers who had supplied the raw materials to the company. The case was subsequently transferred to CGST Commissionerate at Meerut and CGST Commissionerate at Ludhiana. The CGST Commissionerate at Meerut issued a Show-Cause Notice amounting to Rs. 25.51 crores for transactions in Moradabad Plant. During proceedings at Meerut the Additional Commissioner CGST was pleased to reduce the demand from Rs.25.51 crores to Rs.12.91 crores with an equivalent amount of penalty against which the company had filed an appeal before Commissioner CGST Appeals. The entire demand along with penalty has been set aside by the Commissioner CGST Appeals vide order dated 07.06.2024. CGST Commissionerate at Ludhiana has issued Show Cause Notice for Rs. 74.04 crores for transactions in Patiala Plant and CGST Commissionerate at Delhi issued Show cause notice of Rs.0.41 Cr and Jaipur CGST Commissionerate issued SCN of Rs.0.02 Cr. The Company is confident that the Show Cause Notices at Ludhiana, Delhi and Jaipur will also be vacated as the case is in parity with Meerut.

We have verified the show cause notices received by the company in respect of the Moradabad range and Patiala Range, the order passed by Additional Commissionerate (CGST) Meerut dtd 13.03.2024 in case of Moradabad range creating the demand of 1291 Lakhs with an equivalent amount of penalty under Section 74(1) r.w Section 122(i)(vii) of CGST Act, 2017, the appeal filed by the company against the same and the appellate order passed dtd 07.06.2024 by CGST (Appeals) Meerut set aside the above demand and penalty amount. In respect of the Show Cause Notice of Rs. 7404 Lakhs received by the company from CGST Commissionerate Ludhiana for Patiala range, we have verified the detailed reply filed by the company. We have relied upon the assertions of the management.

The judgment and estimates of the Company could change substantially overtime as new facts emerge as each legal case progresses.

Given the inherent complexity and magnitude of potential exposures and the judgment necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.

Scheme of Amalgamation

During the year, scheme of Amalgamation between Triputi Infrastructure Pvt Ltd (Transferor Company) with Milkfood Ltd (Transferee Company) was duly approved by NCLT vide its order dated 16th April 2024 u/s 230 to 232 and other applicable provisions of the Companies Act, 2013 with effect from appointed date i.e. 01.04.2023, in pursuance of which the company is required to allot 9,66,960 equity shares in lieu of acquisition of the assets (including brand) and liabilities of the transferor company at a fair value in accordance with Ind AS 103- Business Combinations (acquisition method).

We have perused the scheme of amalgamation between the transferor company and transferee company approved by NCLT and verified that the accounting treatment of the merger of Assets and Liabilities including the Brand value has been done in accordance with Ind AS 103 - Business Combination (Acquisition Method).

Assets Held for Sale

During the year, company has reclassified the assets (previously classified as held for sale) into Property Plant and equipment at a carrying amount of Rs 143 Lakhs (WDV) and has disposed off equipment of Rs 100 Lakhs. Balance equipment which is held for sale is expected to be disposed off in the next financial year.

We have verified the agreement for sale of the assets held for sale for checking the advance received against the sale, items of the assets that have been disposed off, Board resolutions approving the said sale and have verified the accounting treatment in accordance with Ind AS 105 - Non Current Assets held for sale and discontinued operations.

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

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report through Management Discussion and Analysis, Board’s Report including Annexures thereto, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon. The Annual report. is expected to be made available to us after the date of this auditor’s report.

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

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

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

Management’s and Board of Directors Responsibility for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit and total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended March 31,2024 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by Section 143(3) of the Act, 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 read with our remarks for certain matters in respect of audit trail as stated in paragraph 1(vi) below.

(c) The standalone balance sheet, the standalone statement of profit and loss including other comprehensive income, the standalone statement of changes in equity and the standalone statement of cash flow 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 Indian Accounting Standards specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modifications relating to the maintenance and other matters connected therewith in respect of audit trail are as stated in the paragraph 1(b) above on reporting under section 143 (3) (b) of the Act and paragraph 1 (vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,2014.

(g) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

(h) With respect to the matters to be included in the Auditor’s Report under section 197(16) of the Act, in our opinion and according to information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 read with schedule V of the Act, The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

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

i. The Company has disclosed the impact of pending litigations as at 31 st March, 2024 on its financial position in its standalone financial statements. (Refer note 35 of 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 which were required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in any other persons or entities identified in any manner .Whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in compliance with Section 123 of the Act to the extent it applies to payment of dividend. (Refer Note 40 to the standalone financial statements.)

vi. Based on our examination which included test checks and in accordance with requirements of the Implementation Guide on Reporting on Audit Trail under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014, the Company has used accounting software’s for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, where audit trail (edit log) facility was enabled and operated throughout the year. We could not verify instance of audit trail feature being tampered with during the financial year 2023-24, during the course of audit and for this we relied upon the certificate of the management.

2. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

for Madan and Associates

Chartered Accountants Firm’s registration number: 000185N

M.K. Madan

Place : New Delhi (proprietor)

Date : 25-06-2024 Membership number: 082214

UDIN: 24082214BKEIWO2663