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Positive Electronics Ltd.

BSE: 539178 Sector: Others
NSE: N.A. ISIN Code: INE813P01016
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Positive Electronics Ltd. (POSITIVEELECTR) - Auditors Report

Company auditors report

To

The Members

Positive Electronics Limited

Report on the Audit of the IND AS Financial Statements

We have audited the financial statements of Positive Electronics Ltd CIN-L67120WB1981PLC033990

("the Company") which comprises the Balance sheet as at 31stMarch 2021 and the Statement of Profit and Loss (Including Other Comprehensive Income)Cash Flow Statement and the Statement of changes in equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information for the year ended on that date (hereinafter referred toas "Ind AS financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Companies Act 2013("the Act") in the manner so required and givea true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2021 and its profits (including othercomprehensive income)and its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (Sas) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Companies Act 2013 and the Rules made thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on financial Statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Corporate Governance andShareholder's Information but does not include the standalone financial statements andour auditor's report thereon. Our opinion on the financial statements does not cover theother 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 readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibility of the Management for the IND AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these IND AS financial statementsthat gives a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (IND AS) prescribedunder section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the IND AS financialstatements that gives a true and fair view and are free from material misstatementwhether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue asa going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. The Board of Directors are also responsible for overseeing thecompany's financial reporting process.

Auditor's Responsibilities for the Audit of IND AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the IND AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SASwill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these IND AS financial statements.

As part of an audit in accordance with Sas we exercise professional judgment andmaintain professional skepticismthroughout the audit.

We also:

Identify and assess the risks of material misstatement of the Ind AS financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the IND AS financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

Evaluate the overall presentation structure and content of the IND AS financialstatements including the disclosures and whether the IND AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the

Central Government of India in terms of sub-section (11) of Section 143 of the Act wegive in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 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 bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statementof Changes in Equity and the Statements of Cash Flows dealt with bythis report are in agreement with the books of account; d) In our opinion the Balancesheet the Statement of Profit and Loss including Other Comprehensive Income theStatement of changes in Equity and the Statement of Cash flows comply with the IndianAccounting Standards (Ind AS) specified under section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31stMarch 2021 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in termsof section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting;

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us.

i) The company has disclosed the impact of pending litigations which would impactfinancial position.(Refer Note 32 to IND AS Financial statement)

j) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

k) There has been no delay in transferring amounts which were required to betransferred to the Investor Education and Protection Fund by the Company.

Place: Kolkata For MUKESH CHOUDHARY & ASSOCIATES
Date: 30th June 2021 Chartered Accountants
(FRN: 325258E)
Sd/-
CA. GOPAL KUMAR KHETAN
Partner
Membership No: 303253
UDIN: 21303253AAAAGA7475

"ANNEXURE- A" TO THE INDEPENDENT AUDITOR'S REPORT ON THE IND AS FINANCIAL

STATEMENTS OF POSITIVE ELECTRONICS LIMITED

The Annexure referred to in our Independent Auditor's Report to the members of PositiveElectronics Ltd (the Company') on the IND AS financial statements for the yearended on 31st March 2021. We report that:

i. In respect of the company's fixed assets: a. The company does not possess any fixedassets till date including quantitative details and situation of fixed assets.

ii. The Company has not granted any loans secured or unsecured to companies firmsLimited

Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 (‘the Act'). Accordingly paragraph 3(iii)(a)3(iii)(b) and 3(iii)(c) of the Order is not applicable to the Company.

iii. In our opinion and according to the information and explanations given to us theCompany has not given any loans guarantees or security or made any investments to whichprovisions of sections 185 and 186 of the Companies Act 2013 is applicable andaccordingly reporting under clause (iv) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits under the provisions of Sections 73 to Section 76 ofthe Companies Act 2013 during the year. Hence the provisions of Clause (v) of the Orderare not applicable to the Company.

v. We have broadly reviewed the book of account maintained by the Company pursuant tothe rules prescribed bythe Central Government for maintenance of cost records U/s 148(1)of the Act relating to activities for such rules are applicable and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained.

vi. According to the information and explanations given to us in respect of statutorydues:

a. The Company has been regular in depositing undisputed statutory dues including

Provident Fund Employees State Insurance Income Tax Service Tax Sales Tax ValueAdded Tax duty of Custom duty of Excise Cess Goods and Service Tax and other statutorydues with the appropriate authorities during the year. According to the information andexplanations given to us no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at 31st March 2021 for a period of more than six monthsfrom the date they became payable.

b. According to the information and explanations given to us there are no dues ofincome tax duty of customs and Goods and Service Tax which have not been deposited withthe appropriate authorities on account of any dispute.

vii. In our opinion and according to information and explanations given by themanagement we are of the opinion that the Company has not defaulted in the repayment ofdues to financial institution and banks. The Company does not have any loans or borrowingsfrom Government and has not issued any debentures. viii. The Company did not raise anymoneys by way of initial public offer or further public offer (including debt instruments)during the year. Money raised by way of term loans have been applied by the company duringtheyear for the purposes for which those were raised.

ix. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year.

x. According to the information and explanations given to us the company has paid orprovided for managerial remuneration in accordance with requisite approvals mandated bythe provisions for managerial remunerations of Section 197 read with Schedule V to theCompanies Act.

xi. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

xii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the IND AS financial statements as required by theapplicable Indian Accounting Standards.

xiii. According to the information and explanations give to us and based on ourexamination of the records the Company has not made had made any preferential allotmentor private placement of shares or fully or partially convertible debentures during theyear.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable.

xv. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable.

Place: Kolkata For MUKESH CHOUDHARY & ASSOCIATES
Date: 30th June 2021 Chartered Accountants
(FRN: 325258E)
Sd/-
CA. GOPAL KUMAR KHETAN
Partner
Membership No: 303253
UDIN: 21303253AAAAGA7475

"ANNEXURE- B" TO THE INDEPENDENT AUDITOR'S REPORT ON THE IND AS FINANCIAL

STATEMENTS OF POSITIVE ELECTRONICS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act"):

We have audited the internal financial controls over financial reporting of PositiveElectronics Limited ("the Company") as of 31st March 2021in conjunction with our audit of the IND AS financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith 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 financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with 58nauthorized58 ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of 58nauthorized acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2021 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

Place: Kolkata For MUKESH CHOUDHARY & ASSOCIATES
Date: 30th June 2021 Chartered Accountants
(FRN: 325258E)
Sd/-
CA. GOPAL KUMAR KHETAN
Partner
Membership No: 303253
UDIN: 21303253AAAAGA7475

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