priyadarshini ltd Auditors report


To

The Members of Priyadarsini Limited,

Hyderabad.

Report on the financial statements

We have audited the accompanying financial statements of M/S.PRIYADARSINI LIMITED, Hyderabad (the Company), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss of the Company and Cash Flow Statement of the Company for the year ended 31st March, 2017 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 the matters stated in Sec.134(5) of the Companies Act,2013(the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Sec. 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

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 there under.

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 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 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 financial statements.

Basis for Qualified Opinion

1. The Companies accounts have been classified as NPA by all the Secured Creditors and in order to revive the company which has become sick by restructuring the secured creditors a proposal of OTS is in Process. Hence no provision is made for interest in the accounts which is estimated at Rs.5700 lakhs since the date of classification as NPA.

2. The provision for gratuity was not made on actuarial valuation

Opinion

Note: 1 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31st March 2017;

ii) In the case of Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and iii) the case of Cash Flow statement, of the cash flows for the year ended as on that date.

Report on other Legal and Regulatory Requirements

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 Act, we give in the Annexure A a statement on the matters specified in paragraph 3 and 4 of the said order.

As required by Section 143 (3) of theAct, 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 financial statements comply with the Accounting Standards specified under Sec. 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 as on 31st March, 2016, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March,2017, from being appointed as director in terms of Section 164(2) 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.

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 does not have any pending litigations which would impact its financial position.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and protection Fund by the Company.

iv) The company has provided requisite disclosures in its financial statements as to the holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the company.

Refer Note No.2.33 to the financial statements.

For P.SRINIVASAN & Co.,
Chartered Accountants
Firms Registration No.004055S

 

K.RANGANATHAN
Hyderabad
Place: Hyderabad Partner
Date: 29-05-2017 Membership No. 010842

ANNEXURE A to the Auditors Report

Annexure referred to in Paragraph 1 of section – Report on Other Legal and Regulatory Requirements of the Independent Auditors Report of even date M/S.PRIYADARSINI LIMITED, Hyderabad (the Company) on the financial statements for the year ended March 31, 2017,

I. In respect of fixed assets

a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) As explained to us, all the fixed assets have been physically verified by the Management during the year. No material discrepancies were noticed on such verification.

c) The title deeds of immovable property are held in the name of company.

ii. In respect of its inventories:

a) As explained to us, the inventories excepting in case of goods in transit, were physically verified during the year by the Management at reasonable intervals.

b) In our opinion, procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of records of the inventory, in our opinion, the Company is maintaining proper records of inventory. No material discrepancies were noted on such verification.

iii. In respect of loans:

As informed to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v) The company has not accepted any deposits, and hence clause (v) of Companies (Auditors Report) Order, 2016 is not applicable.

vi) We have broadly reviewed the books of account maintained by company pursuant to rules prescribed by the central government of India for maintenance of cost records under Section 148(1) of the Companies Act, 2013 in respect of products of the company 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.

vii. a) According to the information and explanations given to us and the records as produced and examined by us, in our opinion, the company regular in depositing undisputed statutory dues like income tax and not regular in depositing other material statutory dues during the year by the company with the appropriate authorities. As explained to us, the company has dues on account of Employees State Insurance, Provident Fund and Sales Tax.

According to the information and explanations given to us, undisputed amounts payable in respect of Provident Fund, ESI and Sales Tax were in arrears as at 31 March 2017 for a period of more than six months from the period they became payable. b) According to the information and explanations given to us, the company did not have any dues of excise duty, sales tax etc with the appropriate authorities on account of dispute.

As informed to us, the company did not have any dues on account of Wealth tax.

viii. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to its bankers and financial institutions.

ix. In our opinion and according to the information and explanations given to us, the company has not raised any money by way of public offer or further public offer (including debt instruments) and the term loans were applied for the purposes for which those are raised.

x) In our opinion and according to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of audit.

xi. According to the information and explanations given to us, the company has not paid or provided any managerial remuneration during the year.

xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors and hence provisions of Section 192 of the Act are not applicable.

xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of IndiaAct, 1934.

For P.SRINIVASAN & Co.,
Chartered Accountants
Firms Registration No.004055S
K.RANGANATHAN
Partner
M.No. 010842
Place: Secunderabad
Date: 29-05-2017

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 (theAct)

We have audited the internal financial controls over financial reporting of M/S.PRIYADARSINI LIMITED, Hyderabad (the Company) as of 31 March 2017 in conjunction with our audit of the 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 the 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 CompaniesAct, 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 were 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 authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 2017, 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 CharteredAccountants of India.

For P.SRINIVASAN & Co.,
Chartered Accountants
Firms Registration No.004055S
K.RANGANATHAN
Partner
M.No.
010842
Place: Secunderabad
Date: 29-5-2017