We have audited the standalone financial statements of M/s. Premier Limited ("the Company"),
which comprise the balance sheet as at 31st March, 2024 and the statement of Profit and Loss
(Including Other Comprehensive Income), Statement of changes in Equity and Statement of Cash
flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as "the
standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us,
except for the effects of the matters described in the Basis for Qualified Opinion section of our
report, the aforesaid standalone financial statements give the information required by the Act in
the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st March,
2024, its loss, changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
1. For reasons mentioned in note no. 35 of the standalone financial statements, the Company
has not assessed impairment of carrying value of tangible assets, capital work in progress
and intangible assets in accordance with requirements of Indian Accounting Standard 36
on "Impairment of Assets". We are unable to obtain sufficient appropriate audit evidence
about the recoverable amount of the Company's tangible assets, capital work in progress
and intangible assets. Consequently, we are unable to determine whether any adjustments
to carrying value are necessary and consequential impacts on the statement. Further, as
mentioned in note no. 1 to these standalone financial statements, the CoC has approved
the resolution plan and approval petition for the same is pending before the NCLT.
However, we are not privy to the terms & conditions of the approved plan as the same has
not been made available to us for our perusal. Therefore, we are unable to comment as to
whether any provisions are required for impairment in the value of the assets or cessation
of any liabilities.
2. In accordance with the Insolvency and Bankruptcy Code (Code), the Resolution
Professional ("RP") has to receive, collate and admit the claims submitted by the creditors
as a part of Corporate Insolvency Process (”CIRP”). Such claims can be submitted to the
RP till the approval of the resolution plan by the CoC. The amount of claim admitted by
the RP may be different than the amount reflecting in the financial statements of the
Company as on 31st March, 2024. Pending final outcome of the CIRP, no adjustments have
been made in these financial statements for the differential amount, if any. Hence,
consequential impact, if any, is currently not ascertainable and we are unable to comment
on possible financial impacts of the same.
3. We draw your attention to the fact that updation of personnel records was carried out
based on the availability of the documents, data, etc. In addition, employee dues including
retirement/ termination benefits were calculated based on the available data and only till
the initiation of the CIRP. Moreover, actuarial valuation for gratuity & privileged leave
was conducted only till the nine-month period ending 31st December, 2020 being the quarter
immediately preceding the initiation of CIRP.
4. As mentioned in note no. 33 to the standalone financial statements, the Company is under
CIRP for the entire financial year. Under the CIRP, all the expenses incurred/ payments
made during the year by the Company are to be approved by the CoC. However, the
relevant records such as the minutes of the CoC meetings approving the expenses /
payments have not been provided to us. Therefore, we are unable to comment as to whether
all the expenses incurred during the year have been approved by the CoC.
5. The Company has not appointed a whole time Company Secretary for a period exceeding 6
months since the resignation of the previous Company Secretary as required by the provisions
of Section 203 of the Companies Act, 2013 and the other relevant rules made thereunder, thereby
violating the provisions of the Companies Act, 2013.
6. The Company has not appointed an internal auditor, as required under the provisions of
section 138 of the Companies Act, 2013 during the year under review, thereby violating the
provisions of the Companies Act, 2013.
7. Material Uncertainty related to Going Concern
We draw your attention to the fact that the Net Worth of the Company has been
completely eroded as at the year ended 31stMarch, 2024. Further, the company has incurred
a further loss of Rs. 1,040.83 Lakhs (excluding other comprehensive income) for the year
ended 31stMarch, 2024.
Further, the operations of the company have continued to remain suspended during the
year ended 31stMarch, 2024 owing to the lack of working capital available to the company.
These conditions indicate that a material uncertainty exists that may cast significant
doubt on the entity's ability to continue as a going concern. Despite these circumstances,
for reasons mentioned in note no. 34, these standalone financial statements have been
prepared on a going concern basis.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
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 financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
The matters described under the Basis for Qualified Opinion section were determined to be key
audit matters to be communicated in our audit report.
Information other than the financial statements & Auditor's report thereon
The Company's Board of Directors /Resolution Professional / Management are responsible for
the other information. The other information comprises the information included in the
Company's annual report, but does not include the standalone financial statements and our
auditors' report thereon, which is expected to be made available to us after that date.
Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibility of the Management and Resolution Professional and Those Charged with
Governance for the Standalone Financial Statements
The Honorable National Company Law Tribunal, Mumbai Bench, admitted the petition for
initiation of Corporate Insolvency Resolution Process (CIRP) under section 7 of the Insolvency
& Bankruptcy Code, 2016 ('the Code') against the Company vide its order dated 29th January,
2021 and appointed an Interim Resolution Professional ('IRP') to manage the affairs of the
Company in accordance with the provisions of the Code. The Committee of Creditors ('CoC') of
the Company, in its meeting held on 4th March, 2021 confirmed the IRP as the Resolution
Professional ('RP') for the Company. In view of the pendency of the CIRP, the management of
affairs of the Company and power of the Board of Directors are now vested with the RP.
Further as mentioned in note no. 1 to the standalone financial statements and in terms of Section
14(4) and 31(3) of the Code, until the resolution is approved by the Honorable NCLT,
moratorium shall continue to be in effect and accordingly, the RP shall continue to manage the
operations of the Company on a going concern basis during the CIRP. These standalone
financial statements have been prepared by the management of the Company and certified by
the RP.
The Company's Board of Directors / Resolution Professional / Management is responsible for
the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error. In preparing the financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so.
Those Board of Directors / Resolution Professional / Management are also responsible for
overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial results,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design 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 whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management;
• Conclude on the appropriateness of the management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the standalone
financial results 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's report.
However, future events or conditions may cause the Company to cease to continue as a
going concern; and
• Evaluate the overall presentation, structure and content of the standalone financial results,
including the disclosures, and whether the standalone financial results represent the
underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonable
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality & qualitative factors in (i) planning the scope of our audit and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be 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, issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"), and
on the basis of such checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to us, we give in the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. Further to our comment in the Annexure A, as required by Section 143 (3) of the Act, we
report that:
• We have sought and, except for matters described in the Basis for Qualified Opinion
paragraph above, have obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit;
• Except for the possible effects of the matters described in the Basis for Qualified Opinion
paragraph above, in our opinion, proper books of account as required by law have been
kept by the Company in so far as it appears from our examination of those books;
• The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the relevant books of account.
• Except for the possible effects of the matters described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid standalone Ind AS financial statements
comply with the Indian Accounting Standards prescribed under section 133 of the Act
read with relevant rules issued thereunder.
• On the basis of the written representations received from the RP as on 31st March, 2024,
we report that none of the directors is disqualified as on 31st March, 2024 from being
appointed as a director in terms of Section 164(2) of the Act;
• The matters described in the Basis for Qualified Opinion paragraph above including
matters described in paragraphs above under "Material uncertainty related to going
concern", in our opinion, may have an adverse effect on the functioning of the Company;
• With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure B"
• With respect to the matter to be included in the Auditor's Report under section 197(16) of
the Act:
In our opinion and according to the information and explanations given to us, the Board
of the company has remained suspended during the pendency of the CIRP & the
company has not paid any remuneration to its directors during the current year.
Therefore, comments required u/s 197(16) have not been given.
• With respect to the other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our
opinion and 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
position in its standalone Ind AS financial statements. Refer note no. 26 to the
standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses.
iii. There has been a delay in transferring unclaimed matured fixed deposits &
interest thereon amounting to Rs. 36.16 lakhs to the Investor Education &
Protection Fund ("IEPF") in compliance with the provisions of section 125 of the
Companies Act, 2013, which was due for transfer as at 31st March, 2024.
iv. (a) The Management & the RP have represented that, to the best of their
knowledge and belief, as disclosed in the note no. 44 to the standalone financial
statements, no funds have been advanced or loaned or invested (either from
borrowed funds or securities premium or any other sources or kind of funds) by
the Company to or in any other person(s) or entity(ies), including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries
(b) The Management & the RP have represented, that, to the best of their
knowledge and belief, as disclosed in the note no. 44 to the standalone financial
statements, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations under sub clause (i) and (ii) of Rule 11(e), as
provided under (a) & (b) above, contain any material misstatement.
v. The company has neither declared nor paid any dividend during the year. Hence
comments as required under Clause 11(f) of the Companies (Audit & Auditors)
Rules, 2014 have not been given.
vi. The reporting under Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014 is
applicable from 1st April, 2023.
Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the
year, for all relevant transactions recorded in the software. Further, during the
course of our audit we did not come across any instance of audit trail feature being
tampered with once it was implemented.
For Jayesh Dadia & Associates LLP
Chartered Accountants
Firm's Registration No. 121142W / W100122
Jayesh Dadia
Partner
Membership No. 033973
Place of Signature: Mumbai
Date: 24th May, 2024
UDIN: 24033973BKCEKX7780
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