To the Members of Prime Customer Services Limited
Report on the Standalone Financial Statements
We have audited the accompanying financial statements of Prime Customer ServicesLimited (the "Company") which comprise the Balance Sheet as at March 31 2018the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for matters stated in Section 134(5) ofthe Companies Act 2013 (the "Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding 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.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provisions of the Act the Accounting and AuditingStandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditors'judgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorsconsider internal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors as well as evaluating the overall presentation of the standalonefinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31March 2018 its profit and its cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by 'the Companies (Auditor's Report) Order 2016' ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the "Annexure-1" a statementon the matters 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 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of accounts;
(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(e) On the basis of written representations received from the directors as on March 312018 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) ofthe 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 2" to this report.
(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 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company did not have any pending litigation which can impact on the financialposition of the Company as informed by the management;
ii. The Company did not have any long-term contracts including derivative contracts forwhich 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;
| ||For O. P. Bhandari& Co. |
| ||Chartered Accountants |
| ||Firm Registration Number: 112633W |
| ||O. P. Bhandari |
|Place :Ahmedabad ||Partner |
|Date : 30 May2018 ||Membership Number: 34409 |
Annexure 1 to Independent Auditors' Report of even date on the Financial Statements ofPrime Customer Services Limited
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets of the Company have been physically verified by the Managementduring the period and no material discrepancies between the book records and the physicalinventory have been noticed. In our opinion the frequency of verification is reasonable.
(c) In our opinion and according to information and explanations given to us and on thebasis of an examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.
ii. As explained to us physical verification of the inventories have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its inventories. No material discrepancies werenoticed on such physical verification.
iii. According to the information and explanations given to us 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. Accordingly the provisions of clause 3 (iii) (a) (b) and (c) ofthe Order are not applicable to the Company and hence not commented upon.
iv. According to information and explanations given to us the Company has compliedwith provisions of section 185 and 186 of the companies Act 2013 in respect of loansinvestments guarantees and security.
v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public in accordance with the provisions ofSection 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government has not prescribed maintenance of cost records under Section148(1) of the Companies Act 2013 for the Company.
vii.(a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion undisputed statutory dues including providentfund employees' state insurance income-tax sales tax service tax value added taxcess and other material statutory dues have generally been regularly deposited with theappropriate authorities.
(b) According to the information and explanation given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax sales taxservice tax value added tax cess and other material statutory dues were outstanding atthe period end for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us there is no duesoutstanding of Income Tax Wealth Tax Sales Tax or Cess on account of any dispute as atthe end of the period.
viii .In our opinion and according to the information and explanations given to us theCompany has not defaulted during the period in repayment of dues to its financialinstitutions bankers and government. The Company did not have any outstanding debenturesduring the period.
ix. According to the information and explanations given by the management the Companyhas not raised any money by way of initial public offer / further public offer / debtinstruments) / term loan during the period.
x. We have been informed that there are alleged violations in transfer of shares inthe year 2015-2016. A shareholder has filed complaints with SEBI EOW ROC etc. The saidshareholder has also initiated action U/s 5859 and 213 of the Companies Act2013 beforethe Hon'ble NCLT Ahmedabad Bench. Moreover a FIR with Amboli Police StationJogeshwari(West) Mumbai which is under investigation.
xi. According to information and explanation given to us managerial remuneration hasbeen paid or provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the companies Act.
xii. According to information and explanation given to us the Company is not a NidhiCompany as prescribed under Section 406 of the Act. Accordingly reporting under Clause3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us all transaction withthe related parties are in compliance with section 177 and 188 of Act where applicableand the details have been disclosed in the Financial Statements as required by theapplicable accounting standards.
xiv. According to the information and explanations given to us and based on ourexaminations of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe period under review.
xv. According to the information and explanations given to us and the records of theCompany examined by us the Company has not entered into any non-cash transactions withdirectors or persons connected to him.
xvi. According to information and explanations given to us the Company is not requiredto be registered under sections 45-IA of the Reserve Bank of India Act 1934.
| ||For O. P. Bhandari & Co. |
| ||Chartered Accountants |
| ||Firm Registration Number: 112633W |
|Place :Ahmedabad ||O. P. Bhandari |
|Date : 30 May2018 ||Partner |
| ||Membership Number: 34409 |