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Prism Johnson Ltd.

BSE: 500338 Sector: Industrials
NSE: PRSMJOHNSN ISIN Code: INE010A01011
BSE 00:00 | 24 Jun 104.25 -1.45
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NSE 00:00 | 24 Jun 104.25 -1.35
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OPEN 105.55
PREVIOUS CLOSE 105.70
VOLUME 4483
52-Week high 160.00
52-Week low 96.75
P/E 42.55
Mkt Cap.(Rs cr) 5,248
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 105.55
CLOSE 105.70
VOLUME 4483
52-Week high 160.00
52-Week low 96.75
P/E 42.55
Mkt Cap.(Rs cr) 5,248
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prism Johnson Ltd. (PRSMJOHNSN) - Auditors Report

Company auditors report

To the members of Prism Johnson Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Prism JohnsonLimited ("the Company") which comprise the Balance Sheet as at March 31 2022the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Financial Statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and its profit total comprehensiveincome the changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statement in accordance with theStandards on Auditing ("SAs") specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ("ICAI") together with theethical requirements that are relevant to our audit of the Standalone Financial Statementsunder the provisions of the Act and the Rules framed thereunder and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the ICAI's Codeof Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Standalone FinancialStatements.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Financial Statements of the current period.These matters were addressed in the context of our audit of the Standalone FinancialStatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters :

Sr. Key Audit Matters How our audit addressed the Key Audit Matters
1 Evaluation of Provisions and Contingent Liabilities
As at the Balance Sheet date the Company has certain open legal cases and other contingent liabilities as disclosed in note no. 4.05. The assessment of the existence of the present legal or constructive obligation and analysis of the probability of the related payment require the management to make judgement and estimates in relation to the issues of each matter. Our procedures included amongst others: We have reviewed and held discussions with the management to understand their processes to identify new possible obligations and changes in existing obligations for compliance with the requirements of Ind AS 37 on "Provisions Contingent Liabilities and Contingent Assets".
We have analysed significant changes from prior periods and obtain a detailed understanding of these items and assumptions applied.
We have held regular meetings with the management and key legal personnel responsible for handling legal matters.
The management with the help of its experts as needed have made such judgements and estimates relating to the likelihood of an obligation arising and whether there is a need to recognize a provision or disclose a contingent liability. In addition we have reviewed:
l the details of the proceedings before the relevant authorities including communication from the advocates / experts;
Due to the level of judgement and estimate involved in recognition valuation and presentation of provision and contingent liabilities this is considered to be a key audit matter. l legal advises / opinions obtained by the management as needed from experts in the field of law on the legal cases;
l minutes of board meetings including the sub-committees; and each
l status of of the material matters as on the date of the balance sheet.
We have assessed the appropriateness of provisioning based on assumptions made by the management and presentation of the significant contingent liabilities in the financial statements.
2 Impairment of investment in Property plant and equipment
l We have understood evaluated and validated management's key controls over the impairment assessment process.
Significant judgement is involved in carrying out impairment assessment of Property plant and equipment (PPE). Such assessment is undertaken using discounted cash flow models to determine the recoverable amount (value-in-use) of Cash Generating Units (CGUs) which is compared to the carrying amount of the relevant non-current assets of the CGU in terms of Ind AS 36 on "Impairment of Assets". l We have compared the methodology used by the management to market practice.
l We have obtained management's future cash flow forecasts tested the mathematical accuracy of the underlying value-in- use calculations.
A deficit in recoverable amount compared with the carrying amount would result in an impairment. l We have compared historical actual results to those budgeted to assess the quality of management's forecasts.
The value-in-use requires the use of significant management judgements and estimates including key assumptions such as product-mix sales growth rate discount rate and terminal growth rate etc. l We have assessed the reasonableness of key assumptions used in the calculations comprising sales growth rates gross profit margin net profit margin perpetual growth rate and discount rates. When assessing these key assumptions we discussed such parameters with management to understand and evaluate management's basis for determining the assumptions and compared them to external industry outlook reports and economic growth forecasts from independent sources.
Considering significant degree of judgment in estimating value-in-use we identified assessment of impairment of PPE as a key audit matter.
l We have also considered views of valuation experts in assessing the reasonableness of the discount rates used by management by comparing the discount rates used to entities with similar risk profiles and market information.
l We obtained and tested management's sensitivity analysis around the key assumptions to ascertain that selected adverse changes to key assumptions both individually and in aggregate would not cause the carrying amount to exceed the recoverable amount.

Information Other than the Standalone Financial Statements and Our Report thereon

The Company's Management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in AnnualReport but does not include the Standalone and Consolidated Financial Statements and ourauditor's reports thereon. The Annual Report is expected to be made available to us afterthe date of this report.

Our opinion on the Standalone Financial Statements does not cover the other informationand we will 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 identified above and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to Those Charged With Governance andtake necessary actions as applicable under the relevant laws and regulations.

Management's and Those Charged with Governance Responsibilties for the StandaloneFinancial Statements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of the Standalone FinancialStatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity cash flows of the Company inaccordance with the accounting principles generally accepted in India including the IndAS and relevant provisions of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Financial Statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

InpreparingtheStandaloneFinancialStatementsManagement and Board of Directors areresponsible 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 are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities 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 the Standalone Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also : l Identify andassess the risks of material misstatement of the Standalone Financial Statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control. l Obtainan understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of the Actwe are also responsible for expressing our opinion on whether the Company has adequateinternal financial controls system with reference to Standalone Financial Statements inplace and the operating effectiveness of such controls. l Evaluate theappropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by the Management.

l Conclude on the appropriateness of Management and Board of Directors use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the Standalone Financial Statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern. l Evaluate the overallpresentation structure and content of the Standalone Financial Statements including thedisclosures and whether the Standalone Financial Statements represent the underlyingtransactions and events in a manner that achieves fair presentation. We communicate withthose charged with governance regarding among other matters the planned scope and timingof the audit and significant audit findings including any significant deficiencies ininternal 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 with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in the paragraph 3 and4 of the Order.

2. As required by section 143(3) of the Act we report that : a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit; b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c) The Balance Sheet the Statement of Profit and Loss(including Other Comprehensive Income) the Statement of Changes in Equity and theStatement of Cash Flows dealt with by this Report are in agreement with the books ofaccount; d) In our opinion the Standalone Financial Statements comply with the AccountingStandards specified under section 133 of the Act read with relevant rules issuedthereunder and relevant provisions of the Act; e) On the basis of the writtenrepresentations received from the directors as on March 31 2022 taken on record by theBoard of Directors none of the directors is disqualified as on March 31 2022 from beingappointed as a director in terms of section 164(2) of the Act; f) With respect to theadequacy of the internal financial controls with reference to Standalone FinancialStatements 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 withreference to Standalone Financial Statements; g) With respect to the other matters to beincluded in the Auditor's Report in accordance with the requirements of section 197(16) ofthe Act as amended: In our opinion and to the best of our information and according tothe explanations given to us the remuneration paid by the Company to its directors duringthe year is in accordance with the provisions of section 197 of the Act; and h) Withrespect to the other matters to be included in the Auditor's Report in accordance withrule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinion andto the best of our information and according to the explanations given to us : i. TheCompany has disclosed the impact of pending litigations on its financial position in itsStandalone Financial Statements. Refer note 4.05 to the Standalone Financial Statements;ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on the long-term contracts includingderivative contracts; iii There has been no amounts which are required to be transferredto the Investor Education and Protection Fund by the Company; (a) The Management hasrepresented that to the best of its knowledge and belief no funds have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person(s) or entity(ies) includingforeign entities ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries; (b) The Management has represented that tothe best of its knowledge and belief no funds have been received by the Company from anyperson(s) or entity(ies) including foreign entities ("Funding Parties") withthe understanding whether recorded in writing or otherwise that the Company shalldirectly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; (c) Based on the audit procedures that has been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of rule 11(e)as provided under (a) and (b) above contain any material misstatement; and (d) TheCompany has neither declared nor paid any dividend during the year.

For G.M. Kapadia & Co.
Chartered Accountants
Firm Registration No. 104767W
Rajen Ashar
Partner
Place : Delhi Membership No. 048243
Date : May 11 2022 UDIN: 22048243AITJQB3203

Annexure A - referred to in paragraph 1 under "Report on Other Legal andRegulatory Requirements" of our report on even date to the members of Prism JohnsonLimited on the Standalone Financial Statements for the year ended March 31 2022

In terms of the information and explanations sought by us and given by the Company andthe books of account and records examined by us in the normal course of audit and to thebest of our knowledge and belief we state that i. (a) (A) The Company is maintainingproper records showing full particulars including quantitative details and situation ofProperty plant and equipment.

(B) The Company has maintained proper records showing full particulars of Intangibleassets. (b) The Company has a regular programme of physical verification of Propertyplant and equipment by which all Property plant and equipment of the Company are beingverified in a phased manner over a period of three years which in our opinion isreasonable having regard to the size of the Company and nature of its business. Pursuantto the program a portion of Property plant and equipment has been physically verified bythe Management during the year and no material discrepancies were noticed on verificationconducted during the year as compared with the book records; (c) Based on test checkexamination of the records and sale deeds/ transfer deeds/ lease deeds/ conveyance deeds/property tax receipts and such other documents provided to us the title deeds of all theimmovable properties (other than properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) are held in the name of the Company.Certain Immovable Properties details of which are given in note no. 4.24 of theStandalone FInaincials Statements are in the name of the companies which were amalgamatedwith the Company. In addition certain Immovable Properties are in the erstwhile name ofthe Company. The Management is in the process of getting the same updated / registered inthe name of the Company. The acquisition of these properties was in the normal course ofbusiness and none of the promoters directors or their relatives are associated withthese transactions in any manner.

(d) The Company has not revalued its Property plant and equipment (includingRight-of-use assets) or Intangible assets or both during the year ended March 31 2022.

(e) There are no proceedings initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 and rules made thereunder. ii. (a) The inventory has beenphysically verified by the Management during the year. In our opinion the frequency ofsuch verification is reasonable and procedures and coverage as followed by the Managementwere appropriate. No discrepancies were noticed on verification between the physicalstocks and the book records that were 10% or more in the aggregate for each class ofinventory. (b) The Company has been sanctioned working capital limits in excess of Rs.5crores in aggregate from banks on the basis of security of current assets. The detailsfiled with such banks on quarterly are in agreement with the books of account of theCompany. iii. During the year the Company has made investments in companies and grantedunsecured loans to other parties in respect of which : (a) The Company has not providedany loans or advances in the nature of loans or stood guarantee or provided security toany other entity during the year and hence reporting under paragraph 3(iii)(a) (A) and3(iii)(a)(B) of the Order are not applicable. (b) The investments made during the year isprima facie not prejudicial to the Company's interest. (c) In the case of loan given therepayment of principal and payment of interest has been stipulated and the repayments orreceipts have been regular. (d) There is no overdue amount for more than ninety days inrespect of loans given.

(e) There is no loan given falling due during the year which has been renewed orextended or fresh loans given to settle the overdues of existing loans given to the sameparty.

(f) The Company has not given any loans either repayable on demand or withoutspecifying any terms or period of repayment.

iv. The Company has complied with the provisions of section 185 and 186 of the Act asapplicable. v. The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly paragraph 3(v) of the Order is not applicable. Weare informed by the management that No order has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any court or any other tribunalin this regard. vi. The Central Government has prescribed maintenance of cost recordsunder section 148(1) of the Act for the products manufactured by the Company. We havebroadly reviewed the books of account maintained and are of the opinion that prima faciethe prescribed accounts and records have been made and maintained by the Company. We havenot however made a detailed examination of the records with a view to determine whetherthey are accurate or complete. vii. (a) The Company has generally been regular indepositing undisputed statutory dues including provident fund employees' state insuranceincome tax sales tax service tax duty of customs duty of excise value added taxgoods and services tax cess and other applicable statutory dues with the appropriateauthorities.

No undisputed statutory dues payable were in arrears as at March 31 2022 for a periodof more than six months from the date they became payable. (b) The details of statutorydues referred to in subclause (a) which have not been deposited with the concernedauthorities on account of dispute are given below :

Name of Statute Nature of dues Amount involved ( Rs in Crores) Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Central Excise and Service Tax 5.11 2012-13 to Apr-14 Central Excise Service Tax Appellate Tribunal
0.12 Apr-17 to Jun-17 Asst./Dy. Comm.
0.05 Apr-17 to Jun-17 Joint Commissioner
1.26 2008-17 Addl. Comm.
0.01 Jun-12 to Dec-13 Tribunal
0.33 Apr-13 to Sep-15 Tribunal
0.16 Oct-15 to Mar-17 Tribunal
0.56 2012-13 to 2016-17 Joint Commissioner Indore
0.03 Apr-14 to Jun-17 Asst. Commissioner Dewas
0.01 Feb-17 to Jun-17 Central Tax Audit-II
Commissionearate
0.28 Jan-16 to Jun-17 Commissioner of Central Excise
(Appeals)
0.03 2017-18 Superintendent
0.03 Sep-16 to Jun-17 Excise Tribunal
Sales Tax Act Sales Tax 0.24 2008-09 to 2013-14 The High Court Madhya Pradesh
0.19 2010-11 to 2011-12 Assessing officer Delhi
2.23 2014-15 to 2017-18 Joint Commissioner (Appeals) Maharashtra
0.15 2009-10 to 2013-14 Additional Commissioner (Appeals) Madhya Pradesh
1.18 2009-10 Joint Commissioner of Commercial Tax Appeals Bengaluru
0.02 2015-16 Sales Tax Tribunal
0.04 2010-11 The High Court Kerala
0.21 2016-17 Commissioner (Appeal)
0.10 2000-01 Sales Tax Appellate Tribunal
0.09 2001-02 Sales Tax Appellate Tribunal
0.44 2007-08 to 2009-10 Tamil Nadu Sales Tax Tribunal
1.21 2016-17 & 2017-18 Joint Commissioner Appeal Maharashtra
Sales Tax (Central & State) 0.04 2016-17 Deputy Commissioner of Sales Tax Mumbai
0.07 2007-08 and 2008-09 Tribunal Maharashtra
MP VAT Act 2005 MP VAT 2.98 2012-13 to 2016-17 The High Court Madhya Pradesh
MP Entry Tax Act 1976 MP Entry Tax 66.49 2006-07 to 2016-17 The High Court Madhya Pradesh
West Bengal Sales Tax Act 1954 West Bengal Sales Tax Act 1954 0.11 2013-14 Appeallate Authority
MP Energy Cess Act 1981 Energy Cess 8.90 2000-01 to 2005-06 The Supreme Court
Income Tax Act 1961 Income Tax 0.81 AY 2013-14 CIT (Appeals) National Faceless Appeal Centre Delhi.
Mines and Minerals (Regulation and Development) Act 1957 Royalty on Mining Minerals 0.09 2010-11 to 2011-12 Director of Mines & Geology Hyderabad
MP Regulation of Water Act 1949 Water Charges/ Tax 7.47 1998-99 to 2019-20 (Dec 19) The High Court Madhya Pradesh
Good & Service Act 2017 GST 20.70 2017-20 Addl. Commissioner Central Tax Jabalpur
Central Excise Act 1944 Excise Duty 11.08 Jan-08 to Feb-11 Commissioner Central Tax Jabalpur
Service Tax Act 1994 Service Tax on Mining Service 51.65 Oct-14 to Jun-17 Commissioner Central Tax Jabalpur
Electricity Act 2003 Cross Subsidy and Additional surcharge 119.22 2018-19 & 2019-20 Appeallate Tribunal
Electricity Act 2003 Tamil Nadu Electricity Board 0.17 Jan-06 to Nov-13 Consumer Grievances Redressal Forum

viii. During the year there were no transactions relating to previously unrecordedincome that were surrendered or disclosed as income in the tax assessments under theIncome Tax Act 1961. ix. (a) The Company has not defaulted in the repayment of loans orother borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared willful defaulter by any bank or financialinstitution or other lender.

(c) The Company has applied term loans for the purpose for which the loans wereobtained.

(d) On an overall examination of the Standalone Financial Statements of the Companyfunds raised on short-term basis have prima facie not been used during the year forlong-term purposes by the Company.

(e) On an overall examination of the Standalone Financial Statements of the Companythe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities heldin its subsidiaries associates or joint ventures. x. (a) The Company has not raisedmonies by way of Initial Public Offer or Further Public Offer (including debt instruments)during the year.

(b) During the year the Company has not made preferential allotment or privateplacement of shares or convertible debentures (fully or partly or optionally). xi. (a) Nofraud by the Company and no material fraud on the Company has been noticed or reportedduring the year.

(b) During the year and up to the date of this report no report under section 143(12)of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 ofCompanies (Audit and Auditors) Rules 2014 with the Central Government.

(c) There were no whistle blower complaints received by the Company during the year.xii. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. Transactions with the related parties are in compliance with sections 177 and 188of the Act where applicable and details of such transactions have been disclosed in theStandalone Financial Statements as required by the applicable accounting standards. xiv.(a) The Company has an internal audit system commensurate with the size and nature of itsbusiness.

(b) We have considered the internal audit reports for the period under audit. xv.Based on our audit procedures performed for the purpose of reporting the true and fairview of the standalone financial statements the Company has not entered into any non-cashtransactions with directors. We have been informed that no such transactions have beenentered into with person connected with directors. Accordingly paragraph 3(xv) of theOrder is not applicable to the Company. xvi. (a) The Company is not required to beregistered under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly clause3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) The Group does not have more than one CIC. xvii. The Company has not incurred cashlosses in the current year or in the immediately preceding financial year. xviii. Therehas been no resignation of the statutory auditors of the Company during the year. xix. Onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements and our knowledge of the Board of Directors and Management plans and based onour examination of the evidence supporting the assumptions nothing has come to ourattention which causes us to believe that any material uncertainty exists as on the dateof the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

xx. The Company has fully spent the required amount towards Corporate SocialResponsibility (CSR) and there are no unspent CSR amount for the year requiring a transferto a Fund specified in Schedule VII to the Act or special account in compliance with theprovision of section 135(6) of the said Act. Accordingly reporting under paragraph 3(xx)of the Order is not applicable for the year.

For G. M. Kapadia & Co.

Chartered Accountants Firm Registration No: 104767W

Rajen Ashar

Partner Place : Delhi Membership No: 048243 Date : May 11 2022 UDIN:22048243AITJQB3203

Annexure B - referred to in paragraph 2(f) under "Report on Other Legal andRegulatory Requirements" of our Independent Auditor's report of even date to themembers of Prism Johnson Limited on the Standalone Financial Statements for the year endedMarch_31 2022 Report on the Internal Financial Controls under section 143(3)(i) of theAct Opinion

We have audited the internal financial controls with reference to Standalone FinancialStatements of Prism Johnson Limited (‘‘the Company'') as of March 31 2022 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to Standalone Financial Statements were operatingeffectively as at March 31 2022 based on the internal control with reference toStandalone Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting ("Guidance Note") issued by theInstitute of Chartered Accountants of India ("ICAI").

Management's Responsibility for Internal Financial Controls

The Company's Management and Board of Directors are responsible for establishing andmaintaining internal financial controls based on the internal control with reference toStandalone Financial Statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by the ICAI anddeemed to be prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of

Internal Financial Controls and both issued by the ICAI. 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 controlswith reference to financial statements were established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to Standalone Financial Statementsand their operating effectiveness.

Our audit of internal financial controls with reference to Standalone FinancialStatements included obtaining an understanding of internal financial controls withreference to Standalone Financial Statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk.

The procedures selected depend on the auditor's judgment including the assessment ofthe risks of material misstatement of the Standalone Financial Statements whether due tofraud 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 systemwith reference to Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to Standalone FinancialStatements

A company's internal financial control with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial control with reference to Standalone Financial Statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to StandaloneFinancial Statements

Because of the inherent limitations of internal financial controls with reference toStandalone Financial Statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to Standalone Financial Statements to future periods are subjectto the risk that the internal financial control with reference to financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For G. M. Kapadia & Co.
Chartered Accountants
Firm Registration No. 104767W
Rajen Ashar
Partner
Place : Delhi Membership No: 048243
Date : May 11 2022 UDIN: 22048243AITJQB3203

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