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Proseed India Ltd.

BSE: 590057 Sector: Others
NSE: PROSEED ISIN Code: INE217G01027
BSE 13:12 | 23 Apr 0.46 -0.02
(-4.17%)
OPEN

0.48

HIGH

0.50

LOW

0.46

NSE 13:23 | 23 Apr 0.55 0.05
(10.00%)
OPEN

0.45

HIGH

0.55

LOW

0.45

OPEN 0.48
PREVIOUS CLOSE 0.48
VOLUME 14430
52-Week high 1.07
52-Week low 0.42
P/E 15.33
Mkt Cap.(Rs cr) 4
Buy Price 0.48
Buy Qty 942.00
Sell Price 0.49
Sell Qty 1200.00
OPEN 0.48
CLOSE 0.48
VOLUME 14430
52-Week high 1.07
52-Week low 0.42
P/E 15.33
Mkt Cap.(Rs cr) 4
Buy Price 0.48
Buy Qty 942.00
Sell Price 0.49
Sell Qty 1200.00

Proseed India Ltd. (PROSEED) - Auditors Report

Company auditors report

ON STANDALONE FINANCIAL STATEMENTS

To the Members of

Proseed India Limited

Report on the Ind AS Financial Statements

We have audited the accompanying financial statements of Proseed India Limited("the Company") which comprise the Balance Sheet as at 31st March 2018 andthe Statement of Profit and Loss including the statement of Other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors are 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 state of affairs(financial position) Profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules2015 as amended. 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 financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under. We conducted our audit of thefinancial statements in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements 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 including the state of affairs (financial position)of the Company as at 31st March 2018 and its loss (financial performance including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

Other Matter

The comparative financial information of the Company for the year ended 31st March2017 and transition date opening Balance Sheet as at 1st April 2016 included in thesefinancial statements are based on previously issued statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 audited bypredecessor auditor expressed an unmodified opinion on those financial statements asadjusted for the difference in accounting principles adopted by the Company on transitionto the Ind AS which have been audited by us. Our opinion is not modified in respect ofthis matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

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 including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Indian AccountingStandards Specified under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended.

e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 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".

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 financialposition in its financial statements;

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

iii. There were no amount as at 31st March 2018 which are required to be transferredto the Investor Education and Protection Fund by the Company.

For Navitha And Associates

Chartered Accountants

ICAI Firm Registration Number: 012026S

Navitha.K

Proprietor

Membership Number: 221085

Place :Hyderabad

Date :30.05.2018

ANNEXURE "A" TO THE AUDITOR'S REPORT

Referred to in paragraph 1 under the head "Report on other legal & regulatoryrequirements" of our report of even date.

i) a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b. All the Fixed assets have been physically verified by the management during the yearaccording to the information and explanations given to us no material discrepancies werenoticed on such verification.

c. As per the documents verified by us and explanation given to us the Title Deeds ofimmovable properties are held in the name of the company.

ii). The inventory has been physically verified during the year by the management. Inour opinion the frequency of verification is reasonable. No material discrepancies havebeen noticed on physical verification of stocks as compared to book records.

iii). The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnership or other parties who are covered in the register maintainedunder section 189 of Companies Act 2013 accordingly Clause (iii a) (iii b) and (iii c)of Paragraph 3 of the Order are not applicable.

iv) According to the information and explanations given to us the Company has notgranted any loans guarantees and security and made investments as per section 185 &186 of the Companies Act 2013.

v) According to the information and explanations given to us the Company has notaccepted any deposits from the public as per the directives issued by the Reserve Bank ofIndia and as per the provisions of section 73 to 76 or any other relevant provisions ofthe Companies Act 2013 and the rules framed there under.

vi) The Company has maintained cost records as specified by the Central Governmentunder section 148(1) of the Companies Act 2013.

vii) a. According to the information & explanations given to us none of theundisputed statutory dues including Provident Fund Employees State Insurance Income TaxSales Tax Service Tax Custom Duty Excise Duty Value Added Tax Goods & ServiceTax Cess and any other Statutory Dues were outstanding as at last day of the financialyear concerned for a period of more than six months.

b. According to the information & explanations given to us there is no dues inrespect of disputed amount to be deposited in respect of Sales Tax Service Tax CustomDuty Excise Duty Value Added Tax as on 31st March 2018 except the followings:

Name of the Statute Nature of dues Period to which the amount relates Amount (Rs.) Forum where the dispute is pending
Income Tax Act 1961 Income Tax AY 2010-11 15607170 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax AY 2011-12 6680370 Income Tax Appellate Tribunal

viii) According to the information and explanations given to us the company has notdefaulted in repayment of loans or borrowing to the financial institutions bankgovernment or dues to debenture holders.

ix) In our opinion and according to the information and explanations given to us thecompany has raised money by way of term loans and has applied for the purpose for which itwas raised company has not raised money by way of initial public offer or further publicoffer (including debt instruments) during the year.

x) According to the information and explanations given to us no fraud by the Companyor any fraud on the company by its officers/employees has been noticed or reported duringthe course of our audit.

xi) According to the information and explanations given to us the Company has paid andprovided managerial remuneration during the year as per the provisions of Section 197 readwith Schedule V to the Companies Act.

xii) In our opinion the Company is not a Nidhi Company. Accordingly Clause (xii) ofParagraph 3 of the Order is not applicable.

xiii) According to the information and explanations given to us all transactions withthe related party are in compliance with section 177 & 188 of Companies Act 2013 andthe same has been disclosed in financial statements as required by the AccountingStandards.

xiv) According to the information and explanations given to us the company has madepreferential allotment of shares and convertible share warrants on private placement basisduring the year under review and the company has complied with the requirement of section42 of the Companies Act 2013 and the amount raised has been used for the purpose forwhich the fund were raised.

xv) According to the information and explanations given to us the company has notentered into Non Cash Transactions with directors or persons connected with him during theyear.

xvi) According to the information and explanations given to us company is not requiredto be registered under section 45-IA of Reserve Bank of India.

For Navitha And Associates

Chartered Accountants

ICAI Firm Registration Number: 012026S

Navitha.K

Proprietor

Membership Number: 221085

Place :Hyderabad

Date :30.05.2018

Annexure "B" to the Independent Auditor's Report of even date on theFinancial Statements of Proseed India Limited

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 ProseedIndia Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial controls Over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement 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 has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 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 Institute of CharteredAccountants of India.

For Navitha And Associates

Chartered Accountants

ICAI Firm Registration Number: 012026S

Navitha. K

Proprietor

Membership Number: 221085

Place :Hyderabad

Date :30.05.2018