You are here » Home » Companies » Company Overview » Prabhat Dairy Ltd

Prabhat Dairy Ltd.

BSE: 539351 Sector: Agri and agri inputs
NSE: PRABHAT ISIN Code: INE302M01033
BSE 00:00 | 22 Apr Prabhat Dairy Ltd
NSE 05:30 | 01 Jan Prabhat Dairy Ltd
OPEN 99.05
PREVIOUS CLOSE 99.75
VOLUME 2942
52-Week high 99.95
52-Week low 45.40
P/E
Mkt Cap.(Rs cr) 974
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.05
CLOSE 99.75
VOLUME 2942
52-Week high 99.95
52-Week low 45.40
P/E
Mkt Cap.(Rs cr) 974
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prabhat Dairy Ltd. (PRABHAT) - Auditors Report

Company auditors report

To the Members of Prabhat Dairy Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the standalone financial statements of Prabhat DairyLimited ("the Company") which comprise the balance sheet as at March 31 2020and the statement of Profit and Loss statement of changes in equity and statement of cashflows for the year then ended and notes to the standalone financial statements includinga summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act') in the manner so requiredand give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at March 31 2020 andprofit changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

The Key Audit Matter How Was the Key Audit Matter Addressed in the Audit
Assets held for Sale and Discontinued Operations Refer Note 34 of Financial statement
The Company vide agreement dated January 21 2019 has signed a definitive agreement to sell its dairy business along with its subsidiary Company to Tirumala Milk Products Private Limited for a total consideration of ' 170000 Lakhs (including adjustment for net debt outstanding working capital adjustment and minimum non-current asset level adjustment as agreed with the buyer). The dairy business constitutes 96.39% of the total revenue of the Company. Our audit procedures in respect of this matter include:
We have considered this as a key audit matter because of the significance of the said transaction and disclosure requirements as required under 'Ind AS 105- Non-current Assets Held for Sale and Discontinued Operations'. 1) Reading definitive agreement to sell to understand the key terms and conditions of the transaction
2) Evaluating management's assessment of the consideration received for the disposal the carrying amount of the net assets sold and the loss on disposal if any
3) Evaluating applicability of ' I nd AS 105 -Non-current Assets Held for Sale and Discontinued Operations' to the said transaction.
4) Agreeing the cash consideration received to bank statements in the subsequent period.
5) Critically assessing the appropriateness of the Company's disclosures in respect of the disposal including the disclosures related to Non-current assets Held for sale and discontinued operations and the restatement of comparative in Statement of profit and loss.
The Key Audit Matter How Was the Key Audit Matter Addressed in the Audit
Going Concern Our audit procedures in respect of this matter include:
Refer Note 44 of Financial statement 1) Reviewing cash-flow forecasts and challenging management's assumptions around future sales gross margin and operating costs and resulting cash flows;
The Company has entered into an agreement to sell its dairy business along with its subsidiary Company to Tirumala Milk Products Private Limited which constitutes 96.39% of the total revenue of the Company. 2) verifying the calculation to ensure the accuracy of the underlying financial data;
In view of the above the ability of the Company to continue as a going concern is evaluated. It is supported by the cash flow forecasts prepared by the management. Such forecasts include the managements' assumptions regarding the timing of future cash flows and operating results which are by their nature uncertain. 3) Analysing the impact of reasonable possible changes in cash flow forecasts and their timing by applying sensitivities to key inputs includes future sales gross margin and operating costs;
We have considered this as a key audit matter as the aforesaid transaction could have an impact on the financial position of the Company and involves management's assessment and estimate in evaluating going concern assumption. 4) Assessing the accuracy of the forecasts by comparing previous forecasts with the Company's actual financial performance; and
5) Assessing the adequacy of the Company's disclosures within the financial statements.

Information Other than the Standalone Financial Statements andAuditor's Report Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises of the information included in the Director'sreport Shareholders information Management Discussion and Analysis and CorporateGovernance Report but does not include the standalone financial statements and ourauditor's report thereon.

Our opinion on the standalone 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 standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to

the preparation of these standalone financial statements that give atrue and fair view of the financial position financial performance changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements the Board ofDirectors is responsible for assessing the Company's ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditor'sresponsibilities for Audit of the Standalone Financial Statements.

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 we give in "Annexure B" a statement on thematters specified in paragraphs 3 and 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the Statementof Changes in Equity and the Cash Flow Statement dealt with by this Report are inagreement with the books of account.

(d) I n our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014.

(e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors are disqualified as on March 31 2020 from being appointed as a director interms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure C".

(g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 37 to thestandalone financial statements;

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

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

3. As required by The Companies (Amendment) Act 2017 in our opinionaccording to information explanations given to us the remuneration paid by the Companyto its directors is within the limits laid prescribed under Section 197 of the Act and therules thereunder.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT ON EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF PRABHAT DAIRY LIMITED

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has internal financial controls with reference to standalone financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF PRABHAT DAIRY LIMITED FOR THE YEAR ENDED MARCH 31 2020

[Referred to in paragraph under 'Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]

i. (a) The company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets (Property Plantand Equipment).

(b) All the fixed assets (Property Plant and Equipment) have not beenphysically verified by the management during the year but there is a regular program ofverification which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

ii. The inventory (excluding Goods in transit and stocks with thirdparties) has been physically verified by the management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Inour opinion the frequency of verification is reasonable. No material discrepancies werenoticed on verification between the physical stocks and the book records.

iii. As per the information and explanation given to us the Companyhas not granted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Since the Company has not granted any loans sub-clause (a) (b) and (c) of clause(iii) of paragraph 3 of the Order are not applicable.

iv. I n our opinion and according to the information and explanationsgiven to us the Company has not either directly or indirectly granted any loan to any ofits directors or to any other person in whom the director is interested in accordancewith the provisions of section 185 of the Act and the Company has not made investmentsthrough more than two layers of investment companies in accordance with the provisions ofsection 186 of the Act. Accordingly provisions stated in paragraph 3(iv) of the Order arenot applicable to the Company.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within the meaningof Sections 73 74 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating tomaterials labour and other items of cost maintained by the Company pursuant as specifiedby the Central Government for the maintenance of cost records under sub-section (1) ofsection 148 of the Act and we are of the opinion that prima facie the prescribed accountsand records have been made and maintained. We have not however made a detailedexamination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing with appropriate authorities undisputed statutory dues includingprovident fund employees' state insurance income-tax goods and service tax duty ofcustoms cess and any other statutory dues applicable to it.

Statutory dues which were outstanding as at March 31 2020 for aperiod of more than six months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount (Rs. in lakhs) Period to which the Due Date amount relates Date of Payment Remarks if any

NIL

(b) According to the information and explanation given to us andexamination of records of the Company the outstanding dues of income-tax goods andservice tax customs duty cess and any other statutory dues on account of any disputeare as follows

Name of the statute Nature of dues Amount (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Income tax act 1961 Income tax 35.60 A.Y 2007-08* Income tax Appellate Tribunal Pune
Income tax act 1961 Income tax 28.77 A.Y 2009-10* Income tax Appellate Tribunal Pune
Income tax act 1961 Income tax 113.79 A.Y 2010-11* Income tax Appellate Tribunal Pune
Income tax act 1961 Income tax 16.95 A.Y 2011-12* Income tax Appellate Tribunal Pune
Income tax act 1961 Income tax 257.02 A.Y 2012-13* Income tax Appellate Tribunal Pune

*A.Y. stands for Assessment Year

viii. I n our opinion and according to the information and explanationsgiven to us the Company has not defaulted in repayment of dues to its banks. The Companydid not have any loan or borrowings from financial institution government or anydebentures outstanding during the year.

ix. The Company did not raise any money by way of initial public offeror further public offer (including debt instruments) and term loans during the year.Accordingly the provisions stated in paragraph 3 (ix) of the Order are not applicable tothe Company.

x. During the course of our audit examination of the books and recordsof the Company carried out in accordance with the generally accepted auditing practicesin India and according to the information and explanations given to us we have neithercome across any instance of material fraud by the Company or on the Company by itsofficers or employees.

xi. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has paid/ provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly the provisions stated inparagraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly the provisions stated in paragraph 3 (xiv) of theOrder are not applicable to the Company.

xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered into noncashtransactions with directors or persons connected with him. Accordingly provisions statedin paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion the Company is not required to be registered undersection 45 IA of the Reserve Bank of India Act 1934 and accordingly the provisionsstated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

ANNEXURE C TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF PRABHAT DAIRY LIMITED

[Referred to in paragraph (f) under 'Report on Other Legal andRegulatory Requirements' in the Independent Auditors' Report]

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference tostandalone financial statements of Prabhat Dairy Limited ("the Company") as ofMarch 31 2020 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tostandalone financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI) (the "Guidance Note"). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to standalone financial statements based on our audit.We conducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether internal financial controls with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of internal financialcontrols with reference to standalone financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the standalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to standalone financial statements.

Meaning of Internal Financial Controls With Reference to StandaloneFinancial Statements

A Company's internal financial control with reference to standalonefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of standalone financial statementsfor external purposes in accordance with generally accepted accounting principles. ACompany's internal financial control with reference to standalone financial statementsincludes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls With Reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected.

Also projections of any evaluation of the internal financial controlswith reference to standalone financial statements to future periods are subject to therisk that the internal financial control with reference to standalone financial statementsmay become inadequate because of changes in conditions or that the degree of compliancewith the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an internalfinancial controls with reference to standalone financial statements and such internalfinancial controls with reference to standalone financial statements were operatingeffectively as at March 31 2020 based on the internal control with reference tostandalone financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note.

Shashank K Suvarnapathaki For KSS & Company
Place: Shrirampur Partner Chartered Accountants ICAI
Date : October 08 2020 Firm Registration No. 126322W
Membership No. 118070

.