You are here » Home » Companies » Company Overview » Prime Fresh Ltd

Prime Fresh Ltd.

BSE: 540404 Sector: Others
NSE: N.A. ISIN Code: INE442V01012
BSE 00:00 | 11 May 110.90 0
(0.00%)
OPEN

110.90

HIGH

110.90

LOW

110.90

NSE 05:30 | 01 Jan Prime Fresh Ltd
OPEN 110.90
PREVIOUS CLOSE 110.90
VOLUME 6000
52-Week high 150.00
52-Week low 69.15
P/E 30.22
Mkt Cap.(Rs cr) 39
Buy Price 90.00
Buy Qty 1000.00
Sell Price 114.00
Sell Qty 1000.00
OPEN 110.90
CLOSE 110.90
VOLUME 6000
52-Week high 150.00
52-Week low 69.15
P/E 30.22
Mkt Cap.(Rs cr) 39
Buy Price 90.00
Buy Qty 1000.00
Sell Price 114.00
Sell Qty 1000.00

Prime Fresh Ltd. (PRIMEFRESH) - Auditors Report

Company auditors report

To The Members of

Prime Customer Services Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Prime CustomerServices Limited ("the Company") which comprise the Balance Sheet as at March31 2019 the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome the Statement of Changes in Equity and the Statement of Cash Flows for the yearthen ended and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information. (hereinafter referred to as "the Financial Statements") In our opinion and to the best of our information andaccording to the explanations given to us the aforesaid Standalone Financial Statementsgive the information required by the Companies Act 2013 ("the Act") in themanner so required and give a true and fair view in conformity with the AccountingStandards prescribed under section 133 of the Act read with the Companies (AccountingStandards) Rules 2006 as amended ("AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2019the Profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the ‘Code of Ethics' issued by theInstitute of Chartered Accountants of India together with the ethical requirements thatare relevant to our audit of the financial statements under the provisions of the Act andthe Rules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined that there are no key audit maters to communicate in our report.

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

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexure to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the Standalone Financial Statements and our auditor's report thereon.

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 our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone Financial Statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.We have been provided the aforesaid reports and based on the work we have performed wedid not observe any material misstatement of this other information and accordingly wehave nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 and cash flows of the Company in accordance with the ASand other accounting principles generally accepted in India. 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error. In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act 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 reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Standalone Financial Statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the Standalone Financial Statements.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specifiedin 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 purposes 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 Statement of Cash Flowdealt with by this Report are in agreement with the books of account;

d. In our opinion the aforesaid financial statements comply with the AS specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 asamended;

e. On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164(2) of theAct;

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

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197 of the act as amended in our opinion themanagerial remuneration for the year ended March 31 2019 has been paid / provided by theCompany to its directors in accordance with the provisions of section 197 read withSchedule V to the Act;

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

i. The Company has no pending litigations which has any impact on the financialposition in its financial statements.

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 : 28.05.2019 Membership Number: 34409

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Prime Customer Services Limited ofeven date)

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) of theOrder 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-taxGST 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 GST cessand other material statutory dues were outstanding at the period end for a period ofmore than six months from the date they became payable.

(c) According to the information and explanations given to us there are no duesoutstanding of Income Tax Wealth Tax GST Sales Tax or Cess on account of any dispute asat the 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. The Company has taken term loan of Rs.165.80 lacs during the year.

x. According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe year. We have been informed in respect to the alleged violations regarding transfer ofshares in the year 2015-2016 that SEBI has disposed off the complaint and ROC has found noviolation or error in the said transaction. EOW had forwarded the matter to Amboli PoliceStation Mumbai and currently the matter is sub-judice at Andheri Court Mumbai &Hon'ble NCLT Ahmadabad.

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
O. P. Bhandari
Place : Ahmedabad Partner
Date : 28.05.2019 Membership Number: 34409

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the members of Prime Customer Services Limited ofeven date)

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

We have audited the internal financial controls over financial reporting of PrimeCustomer Services Limited ("the Company") as of March 31 2019 in conjunctionwith our audit of the 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 ("theAct") .

Auditor's 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 of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India (‘the Guidance Note') and theStandards on Auditing prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial 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 judgement 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.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For O. P. Bhandari& Co.
Chartered Accountants
Firm Registration Number: 112633W
O. P. Bhandari
Place : Ahmedabad Partner
Date : 28.05.2019 Membership Number: 34409