You are here » Home » Companies » Company Overview » Premier Ltd

Premier Ltd.

BSE: 500540 Sector: Engineering
NSE: PREMIER ISIN Code: INE342A01018
BSE 00:00 | 16 Aug 4.07 -0.07
(-1.69%)
OPEN

4.27

HIGH

4.27

LOW

3.96

NSE 00:00 | 16 Aug 4.05 0.05
(1.25%)
OPEN

4.00

HIGH

4.15

LOW

3.85

OPEN 4.27
PREVIOUS CLOSE 4.14
VOLUME 3580
52-Week high 13.50
52-Week low 3.31
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.27
CLOSE 4.14
VOLUME 3580
52-Week high 13.50
52-Week low 3.31
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Premier Ltd. (PREMIER) - Auditors Report

Company auditors report

To the Members of Premier Limited

(A Company under Corporate Insolvency Resolution Process vide NCLT order)

Report on the Standalone Financial Statements Qualified Opinion

We have audited the standalone financial statements of M/s. Premier Limited (“theCompany”) which comprise the balance sheet as at 31st March 2021 and thestatement of Profit and Loss (Including Other Comprehensive Income) Statement of changesin Equity and Statement of Cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described in the Basis for QualifiedOpinion section of our report the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2021 its loss changes in equity andits cash flows for the year ended on that date.

Basis for Qualified Opinion

1. For reasons mentioned in note no. 38 of the standalone financial statementsthe Company has not assessed impairment of carrying value of tangible assets capital workin progress and intangible assets in accordance with requirements of Indian AccountingStandard 36 on "Impairment of Assets". We are unable to obtain sufficientappropriate audit evidence about the recoverable amount of the Company's tangible assetscapital work in progress and intangible assets. Consequently we are unable to determinewhether any adjustments to carrying value are necessary and consequential impacts on thestatement.

2. In accordance with the Insolvency and Bankruptcy Code (Code) the ResolutionProfessional ("RP") has to receive collate and admit the claims submitted bythe creditors as a part of Corporate Insolvency Process ("CIRP"). Such claimscan be submitted to the RP till the approval of the resolution plan by the CoC. The amountof claim admitted by the RP may be different than the amount reflecting in the financialstatements of the Company as on 31st March 2021. Pending final outcome of theCIRP no adjustments have been made in these financial statements for the differentialamount if any. Hence consequential impact if any is currently not ascertainable and weare unable to comment on possible financial impacts of the same.

3. We draw your attention to the fact that updation of personnel records wascarried out based on the availability of the documents data etc. In addition employeedues including retirement / termination benefits were calculated based on the availabledata and only till the initiation of the CIRP. Moreover actuarial valuation for gratuity& privileged leave was conducted only till the nine month period ending 31stDecember 2020 being the quarter immediately preceding the initiation of CIRP.

4. Material Uncertainty related to Going Concern

We draw your attention to the fact that the Net Worth of the Company has beencompletely eroded as at the year ended 31stMarch 2021. Further the companyhas incurred a further loss of Rs. 8290 Lakhs (excluding other comprehensive income) forthe year ended 31st March 2021. Further the operations of the company havecontinued to remain suspended during the year ended 31stMarch 2021 owing tothe lack of working capital available to the company.

These conditions indicate that a material uncertainty exists that may cast significantdoubt on the entity's ability to continue as a going concern. Despite these circumstancesfor reasons mentioned in note no. 37 these standalone financial results have beenprepared on a going concern basis.

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.

Other Information

The Company's Board of Directors /Resolution Professional / Management are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditors' report thereon which is expected to be made available to us after that date.Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon. In connection with ouraudit of the standalone financial statements our responsibility is to read the otherinformation and in doing so consider whether the other information is materiallyinconsistent with the standalone 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 and Resolution Professional and Those Charged withGovernance for the Standalone Financial Statements

The Honorable National Company Law Tribunal Mumbai Bench admitted the petition forinitiation of Corporate Insolvency Resolution Process (CIRP) under section 7 of theInsolvency & Bankruptcy Code 2016 (‘the Code') against the Company vide itsorder dated 29th January 2021 and appointed an Interim Resolution Professional(‘IRP') to manage the affairs of the Company in accordance with the provisions of theCode. The Committee of Creditors (‘CoC') of the Company in its meeting held on 4thMarch 2021 confirmed the IRP as the Resolution Professional (‘RP') for the Company.In view of the pendency of the CIRP the management of affairs of the Company and power ofthe Board of Directors are now vested with the RP. Further as mentioned in note no. 1 tothe standalone financial statements and in terms of Section 14(4) and 31(3) of the Codeuntil the resolution is approved by the Honorable NCLT moratorium shall continue to be ineffect and accordingly the RP shall continue to manage the operations of the Company on agoing concern basis during the CIRP. These standalone financial results have been preparedby the management of the Company and certified by Mr. K S Nair Chief Financial Officerand taken on record by the RP.

The Company's Board of Directors / Resolution Professional / Management is responsiblefor the matters stated in section 134(5) of the Companies Act 2013 (“the Act”)with respect to the preparation of these standalone financial statements that give a trueand fair view of the financial position financial performance changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia 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 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. Those Board of Directors / Resolution Professional / Managementare also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

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. As part of an audit in accordance with SAs weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

Identify and assess the risks of material misstatement of the standalone financialresults whether due to fraud or error design and perform audit procedures responsive tothose 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 control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3) (i) ofthe Companies act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls;

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

Conclude on the appropriateness of the 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 Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial results or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern; and

Evaluate the overall presentation structure and content of the standalone financialresults including the disclosures and whether the standalone financial results representthe underlying transactions and events in a manner that achieves fair presentation.

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. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(“the Order”) and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the “Annexure A” a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. Further to our comment in the Annexure A as required by Section 143 (3) ofthe Act we report that:

We have sought and except for matters described in the Basis for Qualified Opinionparagraph above have obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit;

Except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen kept by the Company in so far as it appears from our examination of those books;

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.

Except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph above in our opinion the aforesaid standalone Ind AS financialstatements comply with the Indian Accounting Standards prescribed under section 133 of theAct read with relevant rules issued thereunder.

On the basis of the written representations received from the directors as on 31stMarch 2021 and taken on record in the meeting of RP we report that none of the directorsis disqualified as on 31st March 2021 from being appointed as a director interms of Section 164(2) of the Act;

The matters described in the Basis for Qualified Opinion paragraph above includingmatters described in paragraphs above under “Material uncertainty related to goingconcern” in our opinion may have an adverse effect on the functioning of theCompany;

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”

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

The Company has disclosed in Note No. 27 to the standalone financial statements theimpact of pending litigations on its financial position.

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

There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

With respect to the matter to be included in the Auditor's Report under section 197(16)of the Act: In our opinion and according to the information and explanations given to usthe remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act read with Schedule V to theCompanies Act 2013.

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 31stMarch 2021 we report that:

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

(b) As explained to us a substantial portion of these fixed assets have beenphysically verified by the management at reasonable intervals and no materialdiscrepancies were noticed on such verification.

(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. Theintervals at which the inventories are physically verified are in our opinion reasonablein relation to the size of the Company and the nature of its business.

(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.

(vi) The Central Government has prescribed the maintenance of cost records undersubsection (1) of section 148 of the Companies Act 2013. Such accounts and records havebeen made and maintained by the Company. We have however not made a detailed examinationof the cost records with a view to determine whether they are accurate or complete.

(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 not regular in depositing undisputed statutory dues including provident fundemployees' state insurance income tax sales-tax service tax duty of customs duty ofexcise value added tax cess and any other statutory dues to the appropriate authorities.The extent of arrears of statutory dues which have remained outstanding as at the last dayof the financial year under audit for a period of more than six months is given in thetable 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 114.61 Apr 2019 to Jan 2021 7th day of subsequent month Not paid till date
Profession Tax Act 1975 Profession Tax 26.05 Jul 2017 to Jan 2021 Last day of subsequent month Not paid till date
Pimpri Chinchwad Municipal Corporation (Local Body Tax) Rules 2010 Local Body Tax 408.22 Jan 2015 to Jun 2017 20th day of subsequent month Not paid till date
Employees' Provident Fund and Miscellaneous Provisions Act 1952 Provident Fund 282.77 June 2019 to Jan 2021 15th day of subsequent month Not paid till date
Employee State Insurance Act 1948 ESIC 3.46 June 2019 to Jan 2021 15th 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 Penalty 65.49 1996-97 Appellate Tribunal
Management Act 1999 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 and financial institutions. Details of Defaultsare as follows:

Name of the Lender Nature of Facility Amount of default as at the Balance sheet date Period of default Remarks
State Bank of India Cash Credit & Corporate Loan Principal amount Rs. 103.15 Cr and Interest Rs. 176.34 Cr. 0 to 72 months State Bank of India has assigned all its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ` Rs.269.02 Cr on 03/03/2017 out of which an amount of ` Rs.133.75 Cr has been adjusted from land sale proceeds / other receivables.
The Jammu & Kashmir Bank Corporate Loan Principal amount Rs. 26.92 Cr and Interest Rs. 51.80 Cr. 0 to 71 months Jammu & Kashmir Bank Ltd. has assigned its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ` Rs.71.43 Cr on 30/06/2017 out of which an amount of ` Rs.34.58 Cr has been adjusted from sale proceeds of land / other receivables
State Bank of Hyderabad - Cash Credit and Corporate Loan Principal amount Rs. Rs. 12.52 Cr and Interest amount of Rs. 19.04 Cr 0 to 53 months State Bank of Hyderabad has assigned all its Financial assistance to Edelweiss Asset Reconstruction Company Ltd. for ` Rs.28.94 Cr on 27/03/2017 out of which an amount of ` Rs.15.45 Cr has been adjusted from sale proceeds of land / other receivables
First Leasing Company of India Limited Principal amount Rs. 331.46 Lakhs and Interest Rs. 52.76 Lakhs 0 to 72 months

(ix) According to the information & explanation given to us the Company has notraised any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations give to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement/RP.

(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 India Act 1934 and therefore the provisions of paragraph 3(xvi) of the Order isnot applicable.

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.

Opinion

We have audited the internal financial controls over financial reporting with referenceto the standalone financial statements of Premier Limited (“the Company”) as of31st March 2021 in conjunction with our audit of the standalone financialstatements of the Company for the year ended on that date.

According to the information & explanation given to us and based on the audit oftest of control except for period pertaining subsequent to the initiation of CIRP asmentioned in note no. 1 to these standalone financial statements due to non-availabilityof the process owners & practical difficulty in obtaining sufficient appropriateinformation relating to internal controls over financial reporting in our opinion theCompany had in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at 31st March 2021 based on the internal control overfinancial 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.

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. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material 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 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.

For Jayesh Dadia & Associates LLP

Chartered Accountants

Firm's Registration No. 121142W / W100122

Jayesh Dadia

Partner

Membership No. 033973

Place of Signature: Mumbai

Date: 30th June 2021

UDIN: 21033973AAAACC9454

.