We have audited the accompanying financial statements of PREMIER PROTEINS LTD.(The
Company), which comprises the Balance sheet as at 31st March, 2016 and the statement of
Profit and Loss and Cash Flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for matters stated in Section 134(5) of
the Companies Act, 2013 ("The Act") with respect to the preparation of these
financial statements that give a true and fair value of the financial positions, financial
performance and cash flows of the company in accordance with the accounting standards
referred to in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rule,
2014. This responsibility also includes maintenance of adequate accounting records in
accordance with the provision of act for safeguarding the assets of the Company and far
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.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our
audit,
We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the standards on Auditing specified under
Section 143(10) of the Act. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Companys preparation of the
financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on whether the Company has in place an adequate internal financial controls system
over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Companys Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements.
EMPHASIS ON MATTERS
We draw attention to the following matters in the Notes to the financial Statement;
1. Note No. 29(l) in respect of interest not adjusting Gratuity liabMfy as per actuary
valuation.
2. Note No. 34 in respect contingent liabilities in respect of non provision of demand
of commercial tax of Rs. 1626224/- Our opinion is not modified in respect of this matter.
OPINION
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 Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2016, and its Loss and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditors Report) order, 2016 ("the order"),
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013 we give in the annexure a statement on the matters specified in
paragraphs 3 and 4 and 5 of the order to the extent applicable.
2. As required by section 143(3) of the Act, we report that;
a. We have sought and obtained all the information and explanations, which to the best
of our knowledge and belief were necessary for the 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 of the Company.
c. The Balance Sheet and statement of Profit and Loss Account and Cash Flow statement
dealt with by these reports are in agreement with the books of account of the Company.
d. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow
statement dealt with by this report comply with the account standards specified under
section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014.
e. On the basis of written information received from the directors of the Company and
taken on record by the Board of Directors as on 31st March 2016, and the information and
explanations given to us, we report that none of the directors is disqualified as on 31st
March 2016, from being appointed as a director in terms of subsection (2) of section 164
of the Act.
f. With respect to the adequacy of the internal financial controls over financial
reporting of the company and the operating effectiveness of such controls, refer to our
separate report in "Annexure B", and
g. With respect to the other matters to be included in the / Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to
the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial
position in its financial statements as referred to in note no.41 to the financial
statements.
(ii) The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, and as required on long-term contracts
including derivative^ontracts.
(iil)The company has not transferred a sum of Rs. 4,29,156/- to the Investor Education
and Protection Fund.
| Place: Indore |
For : M.MEHTA & COMPANY |
| Dated: 30/05/2016 |
Chartered Accountants |
|
(Firm Regn. No. 000957C) |
|
CA P.R. Bandi |
|
(Partner) |
|
M.No. 016402 |
Annexure referred to in our Independent Auditors Report to the Members of the
Company on the Financial Statements for the year ended 31 st March, 2016 we report
that:
i. (a) The Company has maintained proper records showing full particulars including
quantitative details and situation of its fixed assets.
(b) The fixed assets of the Company have been physically verified by the management at
reasonable intervals. As informed to us, no discrepancies have been noticed on such
verification.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of immovable properties are
held in the name of the company.
ii. As explained to us, the inventory of the Company has been physically verified
during the year by the management. In our opinion the frequency of the verification is
reasonable and no material discrepancies were noticed on verification between the physical
stocks and book records.
iii. According to the informations and explanations given to us the Company has not
granted unsecured loans to any body corporate covered in the register maintained under
section 189 of the Companies Act, 2013 (the act).
iv. In our opinion and according to the information and explanations given to us, the
company has complied with the provisions of section 185 and 186 of the Act, with respect
to the loans and investments made and necessary approval u/s 186(3) of the Companies Act
2013..
v. In our opinion and according to the information and explanations given to us, the
company has not accepted deposit from public with the meaning of Section 73 to 76 or any
other relevant provision of the Act.
vi. According to information and explanations given to us the Central Government has
not prescribed maintenance of cost records under sub section (1) of section 148 of the
Companies Act,2013
vii. (a) According to the information and explanations given to us and the records of
the company examined by us, in our opinion, the company has no statutory dues of Provident
Fund, Employee state Insurance, Income Tax, Sales Tax, Service tax, Customs duty, Excise
duty, Value added Tax, cess and any other statutory dues with the appropriate authorities
except following dues of Sales Tax, Entry tax, Income Tax & Service Tax for earlier
years were due for payment for more than six months from the date they became payable as
per books of accounts as at 31 st March 2016.
| Sr. No. |
Name of the Statue |
Nature of Due |
Amount |
Period |
| 1. |
M.P. Commercial Tax Act 1994 |
Regular |
13468153/- |
2003 - 04 & 2014-15 |
(b) According to the information and explanation given to us there are no dues of
Income Tax, Sales Tax, Service Tax, duty of custom, duty of excise or value added tax
which have not been deposited with the appropriate authorities on account of any dispute
except as given below:
| Name of the Statute |
Nature of the Dues |
Forum where dispute is pending |
Period to which the amount relates |
Amount |
| M.P. Commercial Tax Act 1994 |
Sales Tax, CST and Entry Tax demand |
Commissioner of Commercial tax, Indore |
Before 200304,2010-11 & 2011-12 |
1626224/- |
viii. In our opinion and according to information and explanation given to us the
company did not have any outstanding dues to financial institution , banks , government
and debenture holders.
ix. To the best of our knowledge and beliefs, and according to the information and
explanation given to us, the company has not raised any term loam during the year under
audit, hence paragraph 3(xi) of the order is not applicable.
x. To the best of our knowledge and belief 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.
xi. According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not paid /provided any
managerial remuneration in accordance with the provisions of section 197 read with
Schedule V to the Act during the year.
xii. In our opinion and according to the information and explanations given to us, the
company is not a nidhi company. Accordingly, paragraph 3(xii) of the order Is not
applicable.
xiv. According to the information and explanations given to us and based on our
examination of the records of the company, the company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during
the year.
xv. According to the information and explanations given to us and based on our
examination of the records of the company, the company has not entered into non-cash
transactions with directors or persons connected with him as per provisions of section 192
of the Companies Act 2013, hence Paragraph : 3(xv) of the order is not applicable.
xvi. The company is not required to be registered under section 45- IA of the Reserve
Bank of lndia Act 1934.
| Place: Indore |
For : M.MEHTA & COMPANY |
| Dated: 30/05/2016 |
Chartered Accountants |
|
(Firm Regn. No. 000957C) |
CA P.R. Bandi
(Partner) M.No. 016402
ANNEXURE - B TO THE AUDITORS REPORT Report on the Internal Financial Controls under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the
Act")
We have audited the internal financial controls over financial reporting of Premier
Proteins Ltd. ("the Company") as of 31 March 2016 in conjunction with our audit
of the standalone financial statements of the Company for the year ended on that date.
MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the Companys internal
financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31 March 2016, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
| Place: Indore |
For : M.MEHTA & COMPANY |
| Dated: 30/05/2016 |
Chartered Accountants |
|
(Firm Regn. No. 000957C) |
CA P.R. Bandi
(Partner) M.No. 016402
+91-9892691696
