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Premier Ltd.

BSE: 500540 Sector: Engineering
NSE: PREMIER ISIN Code: INE342A01018
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OPEN 1.23
PREVIOUS CLOSE 1.23
VOLUME 1566
52-Week high 7.57
52-Week low 1.18
P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.13
Buy Qty 1525.00
Sell Price 1.23
Sell Qty 66.00
OPEN 1.23
CLOSE 1.23
VOLUME 1566
52-Week high 7.57
52-Week low 1.18
P/E
Mkt Cap.(Rs cr) 4
Buy Price 1.13
Buy Qty 1525.00
Sell Price 1.23
Sell Qty 66.00

Premier Ltd. (PREMIER) - Auditors Report

Company auditors report

To the Members of Premier Limited

Report on the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of M/s. Premier Limited ("theCompany") which comprise the balance sheet as at 31st March 2019 and the statementof Profit and Loss Statement of changes in Equity and Statement of Cash flows for theyear then ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information. In our opinion and to the best ofour information and according to the explanations given to us the aforesaid standalonefinancial statements give the information required by 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 31st March 2019 itsloss 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) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained 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 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.

The Key Audit Matter How the matter was addressed in our audit
Our audit procedures included the following:
An entity shall classify a non-current asset as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. - Understanding the process followed by the management for the purpose of identifying the assets for reclassification as "Assets held for sale"
This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to the terms that are usual & customary for sales of such asset and its sale is highly probable as specified in Note No. 2(ix) to the financial statements. - Reviewing the Memorandum of Understanding & other correspondences with the buyer & the lenders including obtaining in principle NOCs from them to initiate the process for sale of the land.
As disclosed in Note no. 3(a) to the financial statements the Company has reclassified land at Chinchwad Pune Maharashtra as "Non-Current Assets Held for Sale" as the Board intends to dispose off the said asset in order to reduce the overall debt and infuse funds for operations. - Considering the adequacy of disclosures in the financial statements relating to the reclassification.
An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. Our audit procedures included the following:
An entity shall assess at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists the entity shall estimate the recoverable amount of the asset. As disclosed in the footnote to note no. 3 to the financial statements the company has made provision for impairment on the value of certain plant & machinery based on the management estimate of the net realizable value of these assets - Understanding the process followed by the management for the purpose of identifying the assets whose carrying value exceeded their recoverable amount.
- Understanding the manner in which the recoverable amount of the assets was determined including reviewing quotations received against the tenders floated by the company.
- Considering the adequacy of disclosures in the financial statements relating to the reclassification

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a 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 the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 Section 143(11) of the Act we givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe 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 purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany in 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 Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d. In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act read with relevantrules issued thereunder.

e. On the basis of the written representations received from the directors as on 31stMarch 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164(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"

g. 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 as amended 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 its financialposition in its standalone Ind AS financial statements. Refer note 27 to the standaloneInd AS financial statements.

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

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

3. With respect to the matter to be included in the Auditor's Report under section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act read with Schedule V of the Companies Act2013. The remuneration paid to any director is not in excess of the limit laid down undersaid section of the Act. The Ministry of Corporate Affairs has not prescribed otherdetails under Section 197(16) of the Act which are required to be commented upon by us.

For Jayesh Dadia & Associates LLP

Chartered Accountants Firm's

Registration No. 121142W / W100122

Rahil Dadia

Partner

Membership No. 143181

Place of Signature: Mumbai

Date: 22nd June 2019

Annexure A to the Auditors' Report

The Annexure referred to in the Independent Auditors' Report to the members of theCompany on the Standalone IND-AS financial statements for the year ended 31st March 2019we report that:

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) A substantial portion of these fixed assets have been physically verified by themanagement at reasonable intervals and no material discrepancies were noticed on suchverification.

(c) The title deeds of immovable properties of the Company were mortgaged with Banks.However the banks have assigned their loans in favour of Edelweiss Asset ReconstructionCompany Limited (EARC). The confirmation for holding of the Title deeds from EARC wasnot made available to us.

(ii) As explained to us the inventories have been physically verified during the yearby the management at reasonable intervals. The Company is maintaining proper records ofinventory and no material discrepancies were noticed on physical verification.

(iii) As per the information & explanations given to us and based on ourexamination of the books of accounts during the year under audit the Company has notgranted any loans secured or unsecured to companies firms Limited Liabilitypartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Therefore comments under clause (a) (b) & (c) are not given.

(iv) In our opinion & according to the information and explanations given to usthe Company has complied with the provisions of section 185 and 186 of the Companies Act2013 in respect of loans given investments made guarantees and security given by theCompany.

(v) In our opinion & according to the information & explanation given to usthe Company has not accepted any deposits during the year from the public in terms ofSection 73 of the Companies Act 2013.

There are certain advances from customers of ? 2766.80 lacs (USD 4 million) that couldnot be appropriated with in a period of 365 days of its acceptance against supply of goodsi.e. heavy machines which has a long lead time for manufacture. The customer's order isnow cancelled and the said advances are to be repaid.

(vi) The Central Government has prescribed the maintenance of cost records undersub-section (1) of section 148 of the Companies Act 2013. Such accounts and records havebeen made and maintained by the Company.

(vii) (a) According to the information & explanations provided to us & on thebasis of our examination of the books of accounts & other relevant records theCompany is generally not regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues to theappropriate authorities. The extent of arrears of statutory dues which have remainedoutstanding as at the last day of the financial year under audit for a period of more thansix months is given in the table below:

Name of the Statute Nature of Dues Amount ? ( . In Lacs) Period to which amount relates Due Date Date of Payment
Income Tax Act 1961 Income Tax Deducted at Source 11.13 Oct 2018 to Nov 2018 7th day of subsequent month Not paid till date
Profession Tax Act 1975 Profession Tax 13.76 Jul 2017 to Nov 2018 Last day of subsequent month Not paid till date
Bombay Provincial Mun. Corporation (Local Body Tax) Rules 2010 Local Body Tax 408.22 Jun 2015 to Jun 2017 20th day of subsequent month Not paid till date

(b) According to the information and explanations given to us details of disputedstatutory dues which have not been deposited or partially deposited are as follows:

Name of the Statute Nature of Dues Amount disputed ? ( . in lacs) Period to which the amount relates (F.Y.) Forum where dispute is pending
The Central Excise Act 1944 Penalty 10.00 1997 to 2000 CESTAT
Foreign Exchange Management Act 1999 Penalty 65.49 1996-97 Appellate Tribunal FEMA
Finance Act 1994 Service Tax 73.92 2010-11 to 2015-16 CESTAT Mumbai
MVAT / CST Sales Tax 4186.00 2008-09 to 2012-13 Sales Tax tribunal

(viii) In our opinion and according to the information & explanation given to usand based on our examination of the records of the Company the company has defaulted inrepayment of loans or borrowings to banks & financial institutions. Details ofdefaults are as follows:

Name of the Lender Amount of default as at the Balance sheet date Period of default Remarks
State Bank of India - Term Loan – I Principal amount ? 7225.00 Lacs and Interest ? 6851.56 Lacs 0 to 36 months State Bank of India has assigned all its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ? 26902 Lacs on 03/03/2017
State Bank of India - Term Loan – II Principal amount ? 643.00 Lacs and Interest amount of ? 472.38 Lacs 0 to 36 months
State Bank of India - Cash Credit Cash credit is overdrawn by ? 575.94 Lacs and Interest amount of ? 3795.11 Lacs 0 to 33 months
The Jammu & Kashmir Bank Ltd. - Corporate Loan Principal amount ? 5543.69 Lacs and Interest ? 3501.96 Lacs 0 to 47 months Jammu & Kashmir Bank Ltd. has assigned its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ? 7142.97 Lacs on 30/06/2017
State Bank of Hyderabad - Corporate Loan Principal amount ? 595.25 Lacs and Interest amount of ? 380.58 Lacs 0 to 29 months State Bank of Hyderabad has assigned all its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ? 2894
State Bank of Hyderabad - Cash Credit Cash credit is overdrawn by ? 60.35 Lacs and Interest amount of ? 718.49 Lacs 0 to 29 months Lacs on 27/03/2017
Corporation Bank - Working Capital Term Loan Corporation Bank - Cash Credit Principal amount ? 1875.00 Lacs Principal amount of ? 499.31 Lacs 0 to 38 months 0 to 12 months During the year the Company has entered into an OTS with Corporation bank. Refer Note no. 14(b) to the financial statements
Corporation Bank - PRBTL (LC default) Principal amount ? 118.03 Lacs 0 to 34 months
First Leasing Company of India Limited Principal amount ? 331.46 Lacs and Interest ? 52.76 Lacs 0 to 48 months

(ix) The Company has not raised any money by way of initial public offer or furtherpublic offer {including debt instruments) and term loans during the year.

(x) To the best of our knowledge and belief and according to the information andexplanations given to us no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information & explanations given to usthe Company is not a Nidhi Company and therefore the compliance requirements relevant to aNidhi Company are not applicable.

(xiii) In our opinion and according to the information & explanations given to usand based on our examination of the records of the Company all transactions with relatedparties are in compliance with section 177 and 188 of the Companies Act 2013 whereapplicable and the details have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.

(xiv) In our opinion and according to the information & explanation given to us andbased on our examination of the records of the Company no preferential allotment orprivate placement of shares or fully or partly convertible debentures has been made by theCompany during the year under review.

(xv) According to the information & explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him/her as specified under theprovisions of section 192 of the Companies Act 2013.

(xvi) The Company is not required to be registered under section 45-1(A) of the ReserveBank of lndia Act 1934 and therefore the provisions of paragraph 3(xvi) of the Order isnot applicable.

For Jayesh Dadia & Associates LLP
Chartered Accountants
Firm's Registration No. 121142W / W100122
Rahil Dadia
Partner Place of Signature: Mumbai
Membership No. 143181 Date: 22nd June 2019

Annexure - B to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") referred to in paragraph 2 (f) onReport on Other Legal and Regulatory Requirements of our report.

We have audited the internal financial controls over financial reporting of PremierLimited ("the Company") as of 31stMarch 2019 in conjunction with our audit ofthe financial statements of the Company for the year 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material 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 judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.

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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31stMarch 2019 based on the internalcontrol over financial reporting 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.

For Jayesh Dadia & Associates LLP

Chartered Accountants Firm's Registration No. 121142W / W100122

Rahil Dadia

Partner

Membership No. 143181

Place of Signature: Mumbai

Date: 22nd June 2019