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Priya Ltd.

BSE: 524580 Sector: Others
NSE: PRIYADYES ISIN Code: INE686C01014
BSE 00:00 | 24 Sep 6.06 -0.31
(-4.87%)
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NSE 05:30 | 01 Jan Priya Ltd
OPEN 6.07
PREVIOUS CLOSE 6.37
VOLUME 755
52-Week high 14.81
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.07
CLOSE 6.37
VOLUME 755
52-Week high 14.81
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Priya Ltd. (PRIYADYES) - Auditors Report

Company auditors report

To the Members of PRIYA LIMITED

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the Financial Statements of PRIYA LIMITED ("the Company")which comprise the Balance Sheet as at March 31 2020 and the Statement of Profit andLoss (including Other Comprehensive Income) Statement of Changes in Equity and Statementof Cash Flows for the year then ended and notes to the Financial Statements including asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion paragraph and read together with matter described in the Emphasis ofMatters paragraph the aforesaid Ind AS Financial Statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS specified underSection 133 of the Act of the state of affairs (financial position) as at March 312020and its losses (financial performance including other comprehensive income) its cash flowand the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw your attention to note no. 41 of the Financial Statements regarding theCompany's account being declared as Non-Performing Asset (NPA) and received a notice underSection 13(4) of Securitization and Reconstruction of Financial assets and Enforcement ofSecurity Interest Act 2002 (‘the Act') for symbolic attachment of properties.Further the company has approached the bank for one-time settlement. The Company hasincurred net losses in the current year as well as in the past year. The Company hasaccumulated losses which exceeds its net worth at the balance sheet date resulting innegative net worth and due to blockage of bank accounts revenue from operation in currentyear has been dropped by 78% compared to the previous year.

Based on the facts mentioned above and in the absence of the information regardingfuture business plan of the Company we are unable to comment on the going concern of theCompany.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013 (the Act). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial 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.

Emphasis of Matters

1. Trade Receivables Trade payables and Advance to suppliers which are long overdueare subject to confirmation and reconciliation if any. Further the Management isconfident enough for receiving the same in due course of time. Our opinion is not modifiedin respect of this matter.

2. The Company has provided interest amounting to Rs. 357.33 lakhs on NPA accounts forthe year ended March 31 2020. However in the absence of confirmation from bank regardingrate of penal interest we are unable to comment upon the booking of provision of suchinterest. Our opinion is not modified in respect ofthis matter.

3. The Company has made aggregate provision of Rs. 3271.77 lakhs for doubtful debts(expected credit loss) as at March 31 2020 relating to export sales. The Management isyet to approach RBI for approval of writing off the said amount from books of accounts.Our conclusion is not modified in respect of this matter.

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 matters to be communicated in our report.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the Financial Statements and our auditors' reportthereon.

Our opinion on the Financial Statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the 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.Responsibilities of Management and Those charged with Governance for the FinancialStatements

The Company's management and Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Financial Statementsthat give a true and fair view of financial position financial performance changes inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the Financial Statements management 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. Board of Directors is alsoresponsible for overseeing the Company's financial reporting process. Auditor'sResponsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the FinancialStatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism 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 from fraud is higher than for one resultingfrom error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company 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.

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 with those charged with governance we determine thosematters that were of most significance in the audit of the Financial Statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143 (11) of the CompaniesAct 2013 we give in the "Annexure A" a statement on the matters specified inparagraphs 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 of the aforesaidFinancial Statements.

b) In our opinion proper books of account as required by law relating to preparationof the aforesaid Financial Statements have been kept by the Company so far as it appearsfrom our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account maintained for the purpose ofpreparation of the Financial Statements.

d) In our opinion the aforesaid Financial Statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Account) Rules 2014.

e) On the basis of the written representations received from the directors as on March312020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312020 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".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors' 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 has disclosed the impact of pending litigations on its financialposition in its Financial Statements (Refer Note. 24(a) to the Ind As FinancialStatements)

ii. The Company did not have any material foreseeable losses on long-term contractsincluding derivatives contracts.

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

For Kanu Doshi Associates LLP
Chartered Accountants
FRN. No. 104746W/W100096
Kunal Vakharia
Partner
Place: Mumbai Membership no. 148916
Date: July 312020 UDIN: 20148916AAAADD6107

ANNEXURE A TO THE AUDITOR'S REPORT

Referred to in paragraph 2 of Report on other Legal and Regulatory Requirements' in ourReport of even date on the accounts of PRIYA LIMITED for the year ended March 312020

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation offixed assets.

(b) The fixed assets of the company are physically verified by the Management accordingto a phased programme designed to cover all the items over a period of three years whichin our opinion is reasonable having regard to the size of the company and the nature ofits assets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the management during the year and discrepancies noticed between the bookrecords and the physical inventories were not material and have been properly dealt within the accounts.

(c) According to information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii. During the year the inventories have been physically verified by the management.In our opinion the frequency of verification is reasonable. The discrepancies noticed onphysical verification of inventories as compared to the book records have been properlydealt with in the books of accounts.

iii. As informed to us the Company has not granted loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under Section 189 of the Act. Hence sub clauses (a) to (c) of clause 3(iii) arenot applicable to the Company.

iv. The company has complied with provisions of Section 186 of the Companies Act 2013in respect of investments made and Section 185 of the Companies Act 2013 is notapplicable as there were no such loans securities or guarantees provided during the year.

v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the rules framed there under to the extentnotified and therefore clause 3(v) is not applicable.

vi. The Central Government has not prescribed the maintenance of cost records undersub-Section (1) of Section 148 of the Companies Act for any of the products of theCompany.

vii. (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax ExciseDuty Customs Duty Cess Goods & Service Tax and any other material statutory duesapplicable to it.

(b) According to the records of the Company there are no dues of Income Tax which havenot been deposited on account of any dispute except disclosed below:

The disputed amounts that have not been deposited in respect of Income Tax is as under:

Sr. Name of the No. Statute Nature of the dues Forum where the dues is pending Rs. In Lakhs
1 Income Tax Income Tax ACIT AY 2011-12 28.90
TOTAL 28.90

viii. In our opinion and according to the information and explanations given to usexcept for the loans borrowings and dues mentioned below the Company has not defaultedin repayment of loans or borrowings to any financial institution or bank or Government.Further the Company does not have any debentures issued / outstanding any time during theyear.

Particulars

Amount of Default (Rs in Lakhs)

Total Period Of Default
Principal Interest
Term Loan
Bank of Maharashtra (C/A) 328.81 77.98 406.79 1 to 639 Days
Indian Bank (C/A) 221.23 62.48 283.71 1 to 608 Days
Indian Bank (ADOVEXBIR A/C) 751.70 196.10 947.80 1 to 641 Days
Union Bank of India (L/C A/C) 254.10 81.41 335.51 1 to 663 Days
Union Bank of India (ADOVEXBIR A/C) 726.83 202.19 929.02 1 to 657 Days

ix. The Company has not raised any money by way of public issue/ further offer(including debt instruments) and through term loans during the year. Accordingly clause3(ix) of the order is not applicable to the Company.

x. Based upon the audit procedures performed and information and explanation given bythe management we report that no fraud by the Company and no fraud on the Company by itsofficers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with schedule V to the CompaniesAct 2013.

xii. In our opinion and according to the information and explanations given to us thenature of the activities of the company does not attract any special statue applicable toNidhi Company. Accordingly clause 3(xii) of the order is not applicable to the company.

xiii. According to the information and explanation given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sec 177 and 188 of Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.

xiv. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3 (xiv) of the Order is not applicable tothe Company.

xv. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the company has not entered intoany non-cash transactions with directors or persons connected with him. Accordinglyclause 3 (xv) of the Order is not applicable to the Company.

xvi. The company is not required to be registered under Sec 45-IA of the Reserve Bankof India Act 1934. Accordingly clause 3 (xvi) of the Order is not applicable to theCompany.

For Kanu Doshi Associates LLP
Chartered Accountants
FRN. No. 104746W/W100096
Kunal Vakharia
Partner
Place: Mumbai Membership no. 148916
Date: July 312020 UDIN: 20148916AAAADD6107

ANNEXURE B TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of PRIYALIMITED ("the Company") as of March 31 2020 in conjunction with our audit ofthe Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both issued by the ICAI. Those

Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was 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 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.

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 31st March 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

For Kanu Doshi Associates LLP
Chartered Accountants
FRN. No. 104746W/W100096
Kunal Vakharia
Partner
Place: Mumbai Membership no. 148916
Date: July 312020 UDIN: 20148916AAAADD6107

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