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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

We have audited the accompanying financial statements of Prolife Industries Limited(CIN : L24231GJ1994PLC022613) ("the Company") which comprise the Balance Sheetas at 31 March 2018 the Statement of Profit and Loss and the Cash Flow Statement for theyear then ended and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act as applicable.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under and the Orderunder section 143 (11) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the State of Affairs of the Company as at 31March 2018 and its Profit and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" statement on the mattersspecified in the paragraph 3 and 4 of the Order.

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 cash flow statementdealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act as applicable;

(e) On the basis of the written representations received from the directors as on 31March2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March2018 from being appointed as a director in terms of Section164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 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 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 financial positionin its financial statements in accordance with the generally accepted accounting practice–also refer Note 3.26 to the financial statements;

ii.The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii.There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Mistry & Shah
Chartered Accountants
F.R.N: - 122702W
Ketan Mistry
Partner Date: May 30 2018
M.NO. 112112 Place: Ahmedabad

"Annexure A" to the Independent Auditors' Report

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

Report on Companies (Auditor's Report) Order 2016 (‘the Order') issued by theCentral Government in terms of Section 143(11) of the Companies Act 2013 (‘the Act')of Prolife Industries Limited (‘the Company')

(i) In respect of the Company's Fixed Assets:

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Fixed Assets;

(b) The Fixed Assets were physically verified during the year by the management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.

(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 SinghJolly.

(ii) The management has conducted the physical verification of inventory atreasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans secured or unsecured to companiesfirms limited liability partnerships or other parties covered in the Register maintainedunder section 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanation given tous the Company has complied with the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grants of loans making investments and providing guarantees asapplicable.

(v) The Company has not accepted any deposits during the year and does not haveany unclaimed deposits as at March 31 2018 and therefore the provisions of the clause 3(v) of the Order are not applicable.

(vi) Reporting under clause 3(vi) of the order is not applicable as theCompany's business activities are not covered by the Companies (Cost Records and Audit)Rules 2014.

(vii)According to information and explanations given to us in respect of statutory duesthe

(a) Company has not been regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income-Tax Sales tax Service TaxCustom Duty Excise Duty Value added Tax Cess Goods and Services Tax and any othermaterial statutory dues to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident FundEmployees' State Insurance Income-tax Sales Tax Service Tax Customs Duty Excise DutyValue Added Tax Cess Goods and Services Tax and other material statutory dues in arrearsas at March 31 2018 for a period of more than six months from the date they becamepayable.

(c) Details of dues of Income Tax Sales Tax Service Tax Excise Duty CustomsDuty Value Added Tax and Goods and Services Tax which have not been deposited as on March31 2018 on account of dispute are given below: -

Name of Statue Nature of the Dues Forum where dispute is pending

Amount (In Rs. in Lakhs)

Amount paid under Protest

Period to which the amount relates

The Income Tax Act 1961 Income Tax Commissioner of Income Tax 4.79 0.72 2013-14
The Income Tax Act 1961 Tax Deducted at Source Income Tax Officer TDS Ahmedabad 3.39 - 2009-10 to 2017-18
AADGFT Export Obligation Jt. Director General of Foreign Trade 3.16 - 2001-02

Disputed Amount relating to Income Tax pending at forum Income Tax Appellate TribunalAhmedabad for Financial Year 2010-11 amounting to Rs.11.31 Lakhs was under protest anddecision of same came in favour of the Company. Hence amount is no more a disputedliability.

(viii) In our opinion and according to the information and explanations given tous the Company has not defaulted in the repayment of loan or borrowings to banks. TheCompany does not have any loans or borrowings from financial institutions or governmentand has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments).

(x) To the best of our knowledge and according to the information andexplanations given to us 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 tous the Company has paid / provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii)of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given tous the Company is in compliance with Section 188 and 177 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards (refer note no. 3.34)

(xiv) During the year the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures and hence reportingunder clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given tous during the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

(xvi)The company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.

For Mistry & Shah
Chartered Accountants
F.R.N: - 122702W
Ketan Mistry
Partner Date: May 30 2018
M.NO. 112112 Place: Ahmedabad

"Annexure B" to the Independent Auditor's Report

(The Annexure referred to in Paragraph 2(f) under "Report on Other Legal andRegulatory Requirements" section of our report on even 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 ProlifeIndustries Limited (CIN: L24231GJ1994PLC022613) ("the Company") as of March 312018 in conjunction with our audit of the financial statements of the Company for the yearended 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 financial 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") issued by The Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 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 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 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 2018 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 Mistry & Shah
Chartered Accountants
F.R.N: - 122702W
Ketan Mistry
Partner Date: May 30 2018
M.NO. 112112 Place: Ahmedabad