To the Members of Prolife Industries Limited,
Report on the Financial Statements
Opinion
We have audited the accompanying financial statements of Prolife Industries Limited
(CIN : L24231GJ1994PLC022613) , which comprise the Balance Sheet as at March 31, 2023 the
Statement of Profit and Loss for the year ended, and a summary of significant accounting
policies and other explanatory information. 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: (a) In case of the Balance Sheet, of the state of affairs of the Company as at 31st
March 2023; (b) In case of the Statement of Profit and Loss, the profit of the Company for
the year end on that date, and
(c) In case of the Statement of Cash Flow, of the Company for the year end on that date
Basis of Opinion
We conducted our audit in accordance with the standards on auditing specified under
section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the auditors responsibilities for the audit of the 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 together with the
ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the code of ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit matters :-
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information other than the financial statements and auditors report thereon
The Companys board of directors and management are responsible for the preparation of
the other information. The other information comprises the information included in the
Boards Report including Annexures to Boards Report, Business Responsibility Report but
does not include the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other information 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. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Managements Responsibility for the Financial Statements
The management and Board of Directors of the Company are responsible for the 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 view of the financial
position, financial performance 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 Companies (Accounts) Rules, 2014. This
responsibility 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;
design, implementation and maintenance of adequate internal financial controls, that are
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.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
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
Companys financial reporting process.
Auditors Responsibility
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors 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 financial statements. As part of an audit in accordance with SAs, we
exercise professional judgment and maintain professional skepticism throughout the audit.
We also: Identify and assess the risks of material misstatement of the 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 control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, 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 management.
Conclude on the appropriateness of managements 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 Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the 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 auditors
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 financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
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 financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditors 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 the Companies (Auditors Report) Order, 2016 (“the Order”)
issued by the Central Government of India in terms of sub-section (11) of section143 of
the Act, we give in the Annexure A statement on the matters Specified in paragraphs 3 and
4 of the Order.
2.
A. As required by section 143(3) of the Act, we further 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;
c) The Balance Sheet, Statement of Profit and Loss and the 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 applicable
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as on March 31,
2023, and taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2023, from being appointed as a 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, refers to our
separate report in Annexure B.
B. In our opinion and to the best of our information and according to the explanations
given to us, we report as under with respect to other matters to be included in the
Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014:
a) The Company has disclosed the impact of pending litigations as at 31 March, 2023 on
its financial position in its financial statements Refer Note 3.26 of Notes to Accounts.
b) The Company did not have any long-term contracts including derivative contracts; as
such the question of commenting on any material foreseeable losses thereon does not arise.
c) There has been no delay in transferring amounts, required to be transferred to the
Investor Education and Protection Fund by the company during the year ended on 31st March,
2023.
d)
i. The management has represented that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds 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(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall:
directly or indirectly lend or invest in 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;
ii. The management has represented, that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received by the
company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the
company shall,:
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; and
iii. Based on such audit procedures as 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) contain any material mis-statement.
iv. The dividend declared or paid during the year by the Company is in compliance with
Section 123 of the Act.
C. In our opinion and according to the information and explanations given to us, the
remuneration paid by the company is in accordance with the provisions of section 197 of
the Act. The remuneration paid any director is not in excess of the Limit laid down under
section 197 of the Act.
|
For BIHARI SHAH & CO. |
|
Chartered Accountants |
|
FRN NO. 119020W |
| PLACE: AHMEDABAD |
(BIHARI B. SHAH) |
| DATE: 30.05.2023 |
PARTNER |
|
M. No. 007058 |
|
UDIN: 23007058BGWVCY7101 |
ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT
(The Annexure referred to in Paragraph 1 under “Report on Other Legal and
Regulatory Requirements” section of our report on even date)
1. a)
The Company has maintained proper records showing full particulars including
quantitative details and situation of Property, Plant and Equipment.
The Company has maintained proper records showing full particulars Intangible assets.
b) The Company has a regular programme for physical verification in a phased periodic
manner, which, in our opinion, is reasonable having regards to the size of the Company and
the nature of its assets. No material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the records examined
by us, we report that, the title deeds, comprising all the immovable properties of land
and buildings which are freehold, are held in the name of the Company as at the balance
sheet date except stated below. In respect of immovable properties of land and buildings
that have been taken on lease and disclosed as fixed asset in the financial statements,
the lease agreements are in the name of the Company, where the Company is the lessee in
the agreement.
Further, we report the following: -
Office at Thailand is in the name of Director of the Company, Mr. Karan Manindersingh
Jolly.
d) According to information and explanation provided to us the Company has not revalued
its Property, Plant and Equipment (including Right of Use assets) or intangible assets or
both during the year.
e) According to information and explanation provided to us, there is no proceedings
have been initiated or are pending against the company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made
thereunder.
2. a) As explained to us the company is dealing into company is engaged in the business
of manufacturing special and exclusive range of intermediates for dyes, pigments,
pharmaceuticals, agrochemicals and others; We have relied upon inventories records as
provided by the management before us for the purpose of verification as on 31st
March, 2023.
b) During the year the company has not been sanctioned any working capital limits, in
aggregate, from banks on the basis of security of current assets.
3. The Company has granted unsecured loans to other parties, during the year, in
respect of which
a) The company has provided loans to parties other than subsidiaries, joint ventures
and associates. The balance outstanding as at balance sheet date is Rs. 93.48 lakhs.
|
|
(Amount in Lakhs) |
| Particulars |
As at March 31, 2023 |
% of total loans |
| Loans given to companies other than Subsidiary, Joint |
Rs. 79.84 |
85.41% |
| Venture and associates. |
|
|
| Loan Given to Employees |
Rs. 13.64 |
14.59% |
b) In our opinion, the investments made and terms and conditions of grant of loans
given during the year by the company are not prima facie prejudicial to the interest of
the company.
c) In respect of loans granted by the company to parties, the schedule of repayment of
principal and payment of interest has not been stipulated in the agreement. Hence, we are
unable to make a specific comment on the regularity of repayment of principal and payment
of interest in respect of such loans.
d) In respect of loans granted by the company, there is no amount which is overdue at
that balance sheet date. e) There are no loans or advances which has fallen due during the
year which either has been renewed or extended or fresh loans granted to settle the
overdue of existing loans given to the same parties.
4. According to the information and explanation given to us, during the year the
Company has not given loans covered by provisions of section 185 of the Act. The Company
has complied with the provisions of sub section (1) of section 186 of the Act as
applicable to it.
According to information and explanation provided to us, the Company has not accepted
any deposits from the public and hence the directives issued by f) The company has not
granted loans which are repayable on demand other than to promoters, related parties as
defined in clause (76) of section 2 of the companies Act, 2013. The company has not
provided any guarantee or security to companies or any other parties.
5. the Reserve Bank of India and the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with
regard to the deposits accepted from the public are not applicable.
6. We are informed that the Central Government has not prescribed the maintenance of
cost records under section 148 (1) of the Companies Act, 2013 in respect of the activities
carried on by the Company.
7. According to the information and explanations given to us, in respect of statutory
dues:
a) The Company has generally been regular in depositing undisputed statutory dues,
including Provident Fund, Income Tax, Goods and Service Tax, Customs Duty, Cess and other
material statutory dues applicable to it with the appropriate authorities.
b) According to the information and explanations given to us, there were no undisputed
amounts payable in respect of Provident Fund, Employees State Insurance, Goods and
Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March
31, 2023 for a period of more than six months from the date they became payable.
c) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Value Added
Tax which have not been deposited as at March 31, 2023 on account of dispute are given
below:
| Nature of the statute |
Nature of dues |
Forum where Dispute is pending |
Period to which the amount relates |
Amount (In Lakhs) |
Amount paid under protest (In Lakhs) |
| The Income Tax Act, 1961 |
Income Tax |
Hon. Gujarat High Court (Special Writ Petition) |
A.Y. 2013-14 |
453.31 |
|
| The Income Tax Act, 1961 |
Income Tax |
Hon. Gujarat High Court ( Special Writ Petition) |
A.Y. 2014-15 |
334.62 |
|
| The Income Tax Act, 1961 |
Income Tax |
Commissioner of Income Tax |
A.Y. 2016-17 |
80.87 |
- |
| AA, DGFT |
Export Obligation |
Jt. Director General of Foreign Trade |
A.Y. 2001-02 |
3.16 |
- |
| Value Added Tax |
VAT |
Commissioner of sales Tax |
F.Y. 2014-15 |
13.44 |
- |
| Value Added Tax |
VAT |
Commissioner of sales Tax |
F.Y. 2014-15 |
21.06 |
- |
| Value Added Tax |
VAT |
Commissioner of sales Tax |
F.Y. 2015-16 |
7.18 |
- |
8. According to the information and explanations given to us and on the basis of our
examination of the records of the company, the company has not surrendered or disclosed
any transactions, previously unrecorded income in the books of account, in the tax
assessments under Income-tax act,1961 as income during the year. 9. a) In our opinion and
according to the information and explanations given to us, the company has not defaulted
in repayment of any dues to its financial institutes, bankers and government. The Company
did not have any outstanding debentures during the year.
b) According to the information and explanations given to us and on the basis of, our
examination of the records of the Company, the Company has not been declared a wilful
defaulter by any bank or financial institution or government or government authority.
c) According to the information and explanations given to us by the management, the
Company has not obtained any term loans. Accordingly, clause 3(ix)(c) of the Order is not
applicable.
d) According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company, we report that no funds have been raised
on short-term basis by the Company. Accordingly, clause 3(ix)(d) of the Order is not
applicable.
e) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, we report that the Company has not
taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the
Order is not applicable.
f) According to the information and explanations given to us and procedures performed
by us, we report that the Company has not raised loans during the year on the pledge of
securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly,
clause 3(ix)(f) of the Order is not applicable.
10.
(a) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) or term loans and hence reporting under clause 3 (ix)
of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of 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. Accordingly, clause 3(x)(b) of the Order is not applicable. 11.
(a) According to the information and explanations given to us, no material fraud by the
company or on the company by its officer or employees has been noticed or reported during
the course of our audit. During the course of our examination of the books and records of
the company, carried in accordance with the auditing standards generally accepted in
India, we have neither come across any instance of fraud on or by the Company noticed or
reported during the course of our audit nor have we been informed of any such instance by
the Management.
(b) According to the information and explanations given to us, no report under
sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors
in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints
received by the company during the year.
12. The Company is not a Nidhi Company and hence reporting under paragraph 3(xii) of
the Order is not applicable to the Company
13. According to the information and explanation provided to us and based on our
examination of records of the company, transactions with the related parties are in
compliance with the Section 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the Ind AS financial statements as required by the
applicable accounting standards and Companies Act, 2013.
14.
a) In our opinion the company has an adequate internal audit system commensurate with
the size and nature of its business.
b) We have considered the internal audit reports for the year under audit, issued to
the company during the year and till date, in determining the nature, timing and extent of
our audit procedures.
15. According to the information and explanation provided to us and based on our
examination of records of the company, the company has not entered into non cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the order is not applicable.
16.
a) According to the information and explanation provided to us, company is not required
to be registered under Section 45-IA of the Reserve Bank of India Act,1934.
b) The Company is not required to be registered under Section 45-IA of the Reserve Bank
of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.
c) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not
applicable.
d) According to the information and explanations provided to us during the course of
audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d)
are not applicable.
17. The company has not incurred cash losses in the financial year and has not incurred
cash losses in the immediately preceding financial year.
18. There has been no resignation of the statutory auditors during the year.
Accordingly, clause 3(xviii) of the Order is not applicable.
19. According to the information and explanations given to us and on the basis of the
financial ratios, ageing and expected dates of realization of financial assets and payment
of financial liabilities, other information accompanying the financial statements, our
knowledge of the Board of Directors and management plans and based on our examination of
the evidence supporting the assumptions, nothing has come to our attention, which causes
us to believe that any material uncertainty exists as on the date of the audit report that
the Company is not capable of meeting its liabilities existing at the date of balance
sheet as and when they fall due within a period of one year from the balance sheet date.
We, however, state that this is not an assurance as to the future viability of the
Company. We further state that our reporting is based on the facts up to the date of the
audit report and we neither give any guarantee nor any assurance that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged
by the Company as and when they fall due.
20. As the section 135 of the companies Act, 2013 does not apply to company and hence
the clause 3(xx) of the Order is not applicable
|
For BIHARI SHAH & CO. |
|
Chartered Accountants |
|
FRN NO. 119020W |
| PLACE: AHMEDABAD |
(BIHARI B. SHAH) |
| DATE: 30/05/2023 |
PARTNER |
|
M. No. 007058 |
|
UDIN: 23007058BGWVCY7101 |
+91-9892691696
