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Prolife Industries Ltd.

BSE: 538392 Sector: Industrials
NSE: PROLIFE ISIN Code: INE994V01012
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Prolife Industries Ltd. (PROLIFE) - Auditors Report

Company auditors report

To the Members of Prolife Industries Limited

Report on the Financial Statements

Opinion

We have audited the accompanying financial statements ofProlife Industries Limited (CIN: L24231GJ1994PLC022613) which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss for the year ended and a summary of significant accountingpolicies and other explanatory information.

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:

(a) In case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2019; (b) In case of the Statement of Profit and Loss the profit of the Company forthe year end on that date and

(c) In case of the Statement of Cash Flow of the Company for the year end on that date

Basis of Opinion

We conducted our audit in accordance with the standards on auditing specified undersection 143 (10) of the Companies Act 2013. Our responsibilities under those Standardsare further described in the auditor's responsibilities for the audit of the financialstatements section of our report. We are independent of the Company in accordance with thecode of ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

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.

Information other than the financial statements and auditors' report thereon

The Company's board of directors and management are responsible for the preparation ofthe other information. The other information comprises the information included in theBoard's Report including Annexures to Board's Report Business Responsibility Report butdoes not include the financial statements and our auditor's report thereon.

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 standalone financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information; we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act 2013 (‘the act') with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with rule 7 of Companies (Accounts) Rules 2014. Thisresponsibility includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent;design implementation and maintenance of adequate internal financial controls that areoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. The boards of directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility

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 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.

• 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 thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation. We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards. From the matters communicatedwith those charged with governance we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the

Central Government of India in terms of sub-section (11) of section143 of the Act wegive in the Annexure A statement on the matters Specified in paragraphs 3 and 4 ofthe Order.

2. As required by section 143(3) of the Act we further 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 appears from our examination of those books;

c) The Balance Sheet Statement of Profit and Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d) In our opinion the aforesaid financial statements comply with the applicableAccounting 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 312019 and 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 refers to ourseparate report in Annexure B. g) In our opinion and to the best of our information andaccording to the explanations given to us we report as under with respect to othermatters to be included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules 2014 :

i. The Company has disclosed the impact of pending litigations on its financialstatements in accordance with the generally accepted accounting practice also refer note3.26 to financial statements;ii. The Company did not have any long-term contractsincluding derivative contracts; as such the question of commenting on any materialforeseeable losses thereon does not arise. iii. There has been no delay in transferringamounts required to be transferred to the

Investor Education and Protection Fund by the company during the year ended on 31stMarch 2019.

For BIHARI SHAH & CO.
Chartered Accountants
PLACE: AHMEDABAD (BIHARI B. SHAH)
DATE : 30/05/2019 PARTNER
M. No. 007058
FRN NO. 119020W

ANNEXURE ‘A' TO THE INDEPENDENT AUDITOR'S REPORT

(The Annexure referred to in Paragraph 1 under "Report on Other Legal andRegulatory Requirements" section of our report on even date)

i. (a)The Company has maintained records showing full particulars including detailsandsituation of fixed assets to the extent.

(b) The Company has a regular programme for physical verification in a phased periodicmanner which in our opinion is reasonable having regards to the size of the Company andthe nature of its assets. No material discrepancies were noticed on such verification.

(c)According to the information and explanations given to us and the records examinedby us we report that the title deeds comprising all the immovable properties of landand buildings which are freehold are held in the name of the Company as at the balancesheet date except stated below. In respect of immovable properties of land and buildingsthat have been taken on lease and disclosed as fixed asset in the financial statementsthe lease agreements are in the name of the Company where the Company is the lessee inthe agreement.

Further we report the following:-

Office at Thailand is in the name of Director of the Company Mr. Maninder Singh Jolly.i. As explained to us the company is dealing into company is engaged in the business ofmanufacturing special and exclusive range of intermediates for dyes pigmentspharmaceuticals agrochemicals and others; We have relied upon inventories records asprovided by the management before us for the purpose of verification as on 31stMarch 2019.

ii. According to information and explanation provided to us the Company has not takenloan from parties covered in the Register maintained u/s. 189 of the Companies Act 2013.During the Year under review company has not grantednew unsecured loans and advances tothe parties covered under Section 189 of the Companies Act 2013and the terms andconditions of the grant of such loans are prima facie not prejudicialto the

Company's interest. During the year under review Company has entered transaction forthe purpose of business with the parties covered under Section 185 of the companiesAct2013. As per the information provided to us for the verification company has compliedwith provisions of Section 185 & 186 of Companies Act 2013 wherever applicable. iii.In our opinion and according to the information and explanations provided to usprovisions of section 185 and 186 ofthe Companies Act 2013 and in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the Company.iv. According to information and explanation provided to us theCompany has not accepted any deposits from the public under Section 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and rule framed there under whereapplicable.

v. We are informed that the Central Government has not prescribed the maintenance ofcost records under section 148 (1) of the Companies Act 2013 in respect of the activitiescarried on by the Company.

vi. According to the information and explanations given to us in respect of statutorydues :

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Income Tax Goods and Service Tax Customs Duty Cess and othermaterial statutorydues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us there were no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Goods andService Tax Customs Duty Cess and other material statutory dues in arrears as at March31 2019for a period of more than six months from the date they became payable.

(c)Details of dues of Income Tax Sales Tax Service Tax Excise Duty and Value AddedTax which have not beendeposited as at March 31 2019 on account of dispute are givenbelow:

Nature of the statute

Nature of dues

Forum where Dispute is pending

Period to which the amount relates

Amount

Amount paid under protest

The Income Tax Act 1961 Income Tax Commissioner of Income Tax A.Y. 2013-14 4.79 0.72
AA DGFT Export Obligation Jt. Director General of Foreign Trade A.Y. 2001-02 3.16 -
Value Added Tax VAT Commissioner of sales Tax F.Y. 2014-15 13.44 -
Value Added VAT Commissioner of F.Y. 2014-15 21.06 -
Tax sales Tax
Value Added Tax VAT Commissioner of sales Tax F.Y. 2015-16 7.18 -

vii. In our opinion and according to the information and explanations given to us thecompany has not defaulted in repayment of any dues to its financial institutions bankersand government. The Company has not issued any Debentures during the year.

viii. The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments)or term loans and hence reporting under clause 3(ix) of the Order is not applicable to the Company.

ix. To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Companyor no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

x. In our opinion and according to the information and explanations given to us theCompany has providedmanagerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

xi. The Company is not a Nidhi Company and hence reporting under clause

3 (xii) of the Order is not applicable to the Company.

xii. In our opinion and according to the information and explanations given to us theCompany is in compliance withSection 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties andthe details of related partytransactions have been disclosed in the standalone financial statements as required bytheapplicable accounting standards.

xiii. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partlypaid convertible debentures and hence reportingunder clause 3 (xiv) of the Order is not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to usduring the year the Company has notentered into any non-cash transactions with itsDirectors or persons connected to its directors and hence provisions ofsection 192 of theCompanies Act 2013 are not applicable to the Company.xv. According to the information andexplanation provided to us company is not required to be registered under Section 45-IAof the Reserve Bank of India Act1934.

For BIHARI SHAH & CO.
Chartered Accountants
Firm Registration No.
119020W
Place: Ahmedabad Bihari B. Shah
Date : 30/05/2019 Partner
Membership No.007058

ANNEXURE - B TO THE AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section143 of the

Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of ProlifeIndustries

Limited (‘the Company') as at 31st March 2019 in conjunction with our audit ofStandalone

Financial Statements of the company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company and which are company incorporated inIndia are responsible for establishing and maintaining internal financial controls basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (‘ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies 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') issued by ICAI and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both issued by the Instituteof Chartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 auditors' 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial 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 the Company which are company incorporated in India have in allmaterial respects an adequate internal financial controls system over financial reportingand such internal financial controls over financial reporting were operating effectivelyas at 31 March 2019 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the ICAI.

PLACE: AHMEDABAD For BIHARI SHAH & CO.
DATE : 30/05/2019 Chartered Accountants
(BIHARI B. SHAH)
PARTNER
M. No. 007058
FRN NO. 119020W