This report is to be read with our letter
of even date which is annexed as "Annexure A" and forms an integral part of this
report.
Opinion
We have audited the accompanying Standalone
Ind AS financial statements of Primo Chemicals Ltd (Formerly Known as Punjab Alkalies
& Chemicals Limited) ("the Company"), which comprise the Standalone Balance
Sheet as at March 31,2023, the Standalone Statement of Profit and Loss (including the
Standalone statement of Other Comprehensive Income), the Standalone Statement of Changes
in Equity and the Standalone Cash Flow Statement for the year ended on that date, and a
summary of the significant accounting policies and other explanatory information
(hereinafter referred to as "the Standalone Ind As financial statements").
In our opinion and to the best of our
information and according to the explanations given to us, the aforesaid Standalone Ind AS
financial statements give the information required by the Companies Act, 2013 ("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 31,2023, the profit and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.
Basis for Opinion
We have conducted our audit of the
Standalone Ind AS financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditors Responsibilities for the Audit of the
Standalone Ind AS 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 independence requirements that are relevant
to our audit of the Standalone Ind AS 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 ICAIs 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 Ind AS financial statements.
Managements Responsibility for the
Standalone Financial Statements
1. The Companys Board of Directors is
responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the
Act") with respect to the preparation of these Standalone Ind AS financial statements
that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance
with accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act., read with Rule 7 of the
Companies (Accounts) Rules, 2014 and 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
the 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 Ind AS 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, 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 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 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
Standalone financial statements.
- 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 Standalone Ind
AS 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 Ind
AS financial statements.
Report on Other Legal and Regulatory
Requirements
- As required by the Companies (Auditors report) Order, 2020
("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" statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by section 143 (3) of the Act,
we report that:
- 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;
- 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;
- The Balance Sheet, Profit and Loss statement including the
Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes
in Equity dealt with by this Report are in agreement with the books of account;
- In our opinion, the aforesaid Standalone Ind AS financial
statements comply with the Accounting Standards specified under section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014, Companies (Indian Accounting
Standards) Rules, 2015, as amended;
- 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 of the company is disqualified as on March 31, 2023, from being appointed as a
director in terms of section 164 (2) of the Act;
- 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" to this report;
- With respect to the other matters to be included in the
Auditors Report in accordance with the requirements of Section 197(16) of the Act, as
amended, in our opinion and to the best of our information and according to the
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.
- Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
for maintaining books of account using accounting software which has a feature of
recording audit trail (edit log) facility is applicable to the Company with effect from
April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.
- 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, as amended, in our opinion and to the best of our information and according to the
explanations given to us:
- The Company has disclosed the impact of pending litigation
on its financial position in its Standalone Ind AS financial statements.
- The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses.
- There has been no amount which were required to be
transferred to the Investor Education and Protection Fund by the Company during the year
ended 31st March 2023.
- (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(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.
(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(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.
(c) Based on the audit procedures 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.
For S Tandon & Associates
Chartered Accountants
ICAI Firm Registration Number 006388N
ICAI UDIN: 23518893BGXMLV6076
Sd/-
(Nipun Rastogi)
Partner
Membership No. 518893
Place of Signature: Chandigarh
Date: May 26, 2023
(Annexure referred to in paragraph under
"Report on other legal and regulatory requirements" of the
Independent audit report)
- a) The company has maintained proper records showing full
particulars, including the quantitative details
and situation of tangible and intangible
assets.
- The Company has a regular programme of physical verification
of its property plant and equipments by which assets are verified in a phased manner over
a period of three years. In accordance with this programme, certain property plant and
equipments were verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical verification is reasonable
having regard to the size of the company and the nature of its assets.
- 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 (except properties which are taken on lease by the company with duly
executed lease agreements in favour of the lessee) disclosed in the Standalone financial
statements are held in the name of the company.
- According to the information and explanations given to us
the company has not revalued its Properties, Plant and Equipments or intangible assets or
both during the year.
- No proceedings have been initiated during the year or are
pending against the Company as at March 31,2023 for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made
thereunder.
- a) The items of inventories has been physically verified by
the management during the year. As per our
opinion the coverage and procedure of such
verification by the management is appropriate and no discrepancies of 10% or more in the
aggregate for each class of inventory were noticed.
b) The company has been sanctioned working
capital limits of Rs 65 crores (fund based and non-fund based) and the quarterly returns
and statements filed with the banks are in agreement with the books of accounts of
company.
- The company has made investments but not provided any
guarantee or security or not granted any loans or advances in the nature of loans, secured
or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. In
our opinion, the investments made during the year are, prima facie, not prejudicial to the
Companys interest.
- In our opinion and according to the information and
explanations given to us, the company has not given any loans as per section 185 in
respect of loans provided to directors. In our opinion and according to the information
and explanations given to us, the Company has complied with the provisions of section 186
of the companys act 2013 with respect to the investment made.
- The Company has not accepted any deposit or amounts which
are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not
applicable.
- We have broadly reviewed the books of account as required to
be maintained by the Company under Section 148(1) of the Companies Act, 2013 and are of
the opinion that prima facie the prescribed accounts and the records have been made and
maintained.
- a) According to the information and explanation to us and on
the basis of our examination of the records of the company, amount deducted/ accrued in
the books of account in respect of undisputed statutory dues, including Provident Fund,
Employees State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax,
Custom Duty, Excise duty and Cess and other material statutory dues have been regularly
deposited with the appropriate authorities. As explained to us there were no arrears of
the statutory dues for the period more than six months from the date, they became payable
at the end of the financial year.
b) Following Disputed Statutory Dues are
not deposited on account of disputes pending at various forums:
| Name of the Statue |
Nature
of Dues |
Amt.
in Lakhs |
Period
to which amount relates |
Forum
where dispute is pending |
| Central Excise
Act,1944 |
Excise
Duty & Penalty |
60.17 |
2004-2008 |
CESTAT |
| Central Excise
Act,1944 |
Excise
Duty & Penalty |
5.49 |
April08
to June08 |
CESTAT |
| Finance Act, 1994 |
Service
Tax Penalty |
4.66 |
April11
to Dec11 |
CESTAT |
| Finance Act, 1994 |
Service
Tax Penalty |
116.09 |
Feb07
to March11 |
CESTAT |
| Central Excise
Act,1944 |
Excise
Duty & Penalty |
3.11 |
Jan12
to Nov12 |
CESTAT |
| Central Excise
Act,1944 |
Excise
Duty & Penalty |
5.32 |
July11
to Dec11 |
CESTAT |
| Finance Act, 1994 |
Service
Tax Penalty |
25.79 |
Jan12
to Nov12 |
CESTAT |
| Finance Act, 1994 |
Service
Tax Penalty |
35.85 |
July13
to Dec13, Dec12 to June13 |
CESTAT |
| Pb. Value Added
Tax, 2005 |
Entry
Tax |
7.42 |
2009-10 |
VAT
Tribunal, Chandigarh |
| Pb. Value Added Tax,
2005 |
Entry
Tax |
54.59 |
2011-12 |
Dy.
Excise & Taxation Commissioner (Appeal), Mohali/Rupnagar |
| Pb. Value Added
Tax, 2005 |
Entry
Tax |
57.91 |
2012-13 |
VAT
Tribunal, Chandigarh |
| Pb. Value Added Tax,
2005 |
Entry
Tax ETO Ropar |
4.2 |
AY
2013-14 |
Appeal
Filed on 23.11.2020 |
| House Tax |
House
Tax |
79.84 |
|
Revision
is Pending |
- According to the information and explanations given to us,
the company has not surrendered or disclosed any income during the year in the tax
assessments under the Income Tax Act, 1961.
- a) According to the information and explanations given to
us, the company has not defaulted in repayment
of dues to any lender;
- The company has not declared willful defaulter by any bank
or financial institution or other lender.
- According to the information and explanations given to us,
the company has applied the term loans received during the year for the purposes for which
the loans were obtained.
- According to information and explanations given to us funds
raised on short term basis have not been utilized for long term purposes.
- On an overall examination of the financial statements of the
Company, the Company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries.
- 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, joint ventures or
associate companies.
- a) The company has not raised money by way of initial public
offer or further public offer (including debt
instruments) during the year and hence
reporting under clause 3(x)(a) of the Order is not applicable.
b) According to the information and
explanations give 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.
- a) According to the information and explanations given to
us, no fraud by the company or on the company
has been noticed or reported during the
course of our audit;
- According to the information and explanations give to us
there is no requirement to report under subsection (12) of section 143 of companies act
and also no requirement to file ADT-4 by the auditors as prescribed under rule 13
companies (Audit and auditors) rules 2014 with the central government.
- There are no whistle-blower complaints that have been
received by the company.
- 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.
- According to the information and explanations given to us
and based on our examination of the records of the Company, transactions with the related
parties are in compliance with sections 177 and 188 of the Act where applicable and
details of such transactions have been disclosed in the Standalone financial statements as
required by the applicable accounting standards.
- According to the information and explanations given to us,
the company has an adequate internal audit system commensurate with the size and nature of
its business and we as statutory auditors have considered the internal audit reports
issued by the Internal Auditors for the period under audit in determining the nature,
timing and extent of our audit procedure.
- 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 any non-cash transactions with directors or persons connected with them. Accordingly,
paragraph 3(xv) of the Order is not applicable.
- a) The company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act,
1934.
- In our opinion and according to the information and
explanations given to us, the Company is not a Non-Banking Financial company or Housing
Finance company. Accordingly, paragraph 3(xvi(b)) of the Order is not applicable.
- In our opinion and according to the information and
explanations given to us, the Company is not a Core Investment Company. Accordingly,
paragraph 3(xvi(c)) of the Order is not applicable.
- As per the information and explanations given to us, the
company has not incurred any cash losses in the financial year and in the immediately
preceding financial year;
- There is no resignation of the statutory auditors during the
year, accordingly, paragraph 3(xviii) of the Order is not applicable. The previous auditor
had been retired and new statutory auditors have been appointed.
- On the basis of financial ratios, aging and expected date of
realization of financial assets and payments of financial liabilities and other
information accompanying the financial statements, in our opinion and according to the
information and explanations given to us, there is no material uncertainty that exists as
on the date of the audit report of the company that the company is not capable of meeting
its liabilities existing at the date of the 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.
- a) There are no remaining unspent amounts towards corporate
social responsibility on other than ongoing
projects requiring transfer to a fund
specified in schedule VII to the companies act in compliances with second proviso to sub
section (5) of section 135 of the said Act pursuant. Hence reporting under this clause is
not applicable.
b) In respect of ongoing projects there are
no remaining unspent amounts towards corporate social responsibility as on balance sheet
date, so company is not required to transfer the unspent amount to a special account
within a period of 30 days from the end of said financial year in compliance with
provision of section 135 (6) of the act.
- There have been no qualifications or adverse remarks by the
respective auditors reports of the companies included in the consolidated financial
statements.
For S Tandon & Associates
Chartered Accountants
ICAI Firm Registration Number 006388N
ICAI UDIN: 23518893BGXMLV6076
Sd/-
(Nipun Rastogi)
Partner
Membership No. 518893
Place of Signature: Chandigarh
Date: May 26, 2023
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 Primo Chemicals Ltd. (Formerly Known As Punjab
Alkalies & Chemicals Limited) as of 31st March 2023 in conjunction with our
audit 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,
with reference to standalone financial statements. 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 Standalone
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 Standalone 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 Standalone 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 Standalone 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 March 31, 2023, 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.
For S Tandon & Associates
Chartered Accountants
ICAI Firm Registration Number 006388N
ICAI UDIN: 23518893BGXMLV6076
Sd/-
(Nipun Rastogi)
Partner
Membership No. 518893
Place of Signature: Chandigarh Date: May
26, 2023
STANDALONE BALANCE SHEET as at 31st
March, 2023
For and on Behalf of the Board
Sd/- Sd/- Sd/- Sd/-
(ARUN KUMAR KAUSHAL) (SUGANDHA KUKREJA)
(JATIN DAHIYA) (NAVEEN CHOPRA)
Chief Financial Officer Company Secretary
Executive Director Managing Director
FCS-11578 DIN: 08106876 DIN: 08465391
As per our separate report of even date
For S. Tandon & Associates
Chartered Accountants
Firm Registration No. 006388N
ICAI UDIN : 23518893BGXMLV6076
Sd/-
(Nipun Rastogi)
Place: Chandigarh Partner
Date: May 26, 2023 Membership No. 518893
STANDALONE STATEMENT OF PROFIT AND LOSS
for the year ended 31st March,
2023
For and on Behalf of the Board
Sd/- Sd/- Sd/- Sd/-
(ARUN KUMAR KAUSHAL) (SUGANDHA KUKREJA)
(JATIN DAHIYA) (NAVEEN CHOPRA)
Chief Financial Officer Company Secretary
Executive Director Managing Director
FCS-11578 DIN: 08106876 DIN: 08465391
As per our separate report of even date
For S. Tandon & Associates
Chartered Accountants
Firm Registration No. 006388N
ICAI UDIN : 23518893BGXMLV6076
Sd/-
(Nipun Rastogi)
Place: Chandigarh Partner
Date: May 26, 2023 Membership No. 518893
+91-9892691696
