PREMIER LIMITED
ANNUAL REPORT 2011-2012
AUDITORS` REPORT
To
The Members of
Premier Limited
(1) We have audited the attached Balance Sheet of Premier Ltd. as at 31st
March 2012, and also the Statement of Profit and Loss Account and the Cash
Flow Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company`s management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
(2) We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
(3) As required by the Companies (Auditor`s Report) Order, 2003, as amended
by the Companies (Auditor`s Report) (Amendment) Order, 2004, issued by the
Central Government of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
(4) Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
i. We have obtained all the information and explanations, which to the best
of our knowledge and belief were necessary for the purposes of our audit;
ii. In our opinion, proper books of account as required by law have been
kept by the company so far as appears from our examination of those books
iii. The balance sheet, statement of profit and loss and cash flow
statement dealt with by this report are in agreement with the books of
account
iv. In our opinion, the balance sheet, statement of profit and loss and
cash flow statement dealt with by this report comply with the accounting
standards referred to in sub,section (3C) of section 211 of the Companies
Act, 1956.
v. On the basis of written representations received from the directors, as
on 31st March, 2012 and taken on record by the Board of Directors, we
report that none of the directors of the Company are disqualified as on
31st March, 2012 from being appointed as a director, in terms of clause (g)
of sub-section (1) of section 274 of the Companies Act, 1956;
vi. In our opinion and to the best of our information -and according to the
explanations given to us, the said financial statements together with the
significant accounting policies and notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and present
a true and fair view in conformity with the accounting principles generally
accepted in India:
a. in the case of the balance sheet, of the state of affairs of the Company
as at 31st March, 2012;
b. in the case of the statement of profit and loss , of the profit for the
year ended on that date; and
c. in the case of the cash flow statement, of the cash flows for the year
ended on that date.
For K.S. Aiyar & Co.
Chartered Accountants
Firm Registration No. 100186W
Raghuvir M. Aiyar
Partner
(M No.- 38128)
Place : Mumbai
Date : 25th April `12
ANNEXURE TO THE AUDITORS` REPORT
Re: Premier Limited
Referred to in paragraph 3 of our report of even date,
(i) a. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b. A substantial portion of the fixed assets have been physically verified
by the management during the year. In our opinion the frequency of
verification is reasonable having regard to the size of the company and the
nature of its assets. The discrepancies noticed on physical verification
were not material and properly dealt with in the books of account.
c. The fixed assets disposed off during the year were not substantial.
According to the information and explanation given to us; we are of the
opinion that the disposal of the fixed assets has not affected the going
concern status of the Company.
(ii)a. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is reasonable.
b. The procedures of physical verification of inventories followed by the
management are reasonable and adequate in relation to the size of the
company and the nature of its business.
c. In our opinion and according to the explanations given to us, the
company is maintaining proper records of inventory. The discrepancies
noticed on verification between the physical stocks and the book records
were not material and properly dealt with in the books of account.
(iii) a. The Company has granted unsecure . loans to one company covered in
the register maintained under section 301 of the Companies Act, 1956
wherein the balance recoverable as at the period end is Rs.101.56 Lakhs.
(Maximum balance during the year Rs.101.56 Lakhs)
b. The above Loan has been given to an entity wherein the Company has also
made strategic investment and therefore it is interest free. We have been
informed by the management that in view of the revival plan envisaged, the
rate of interest and other terms and conditions of loans given by the
Company, secured or unsecured to the said party listed in the register
maintained under section 301 of the Companies Act, 1956 are not, prima-
facie, prejudicial to the interest of the Company.
c. In respect of the above loan granted there is no stipulation as regard
receipt/renewal of the principal amount.
d. There is no overdue amount of more than rupees one lakh of loans granted
to companies, firms or other parties listed in the register maintained
under section 301 of the Companies Act, 1956.
e. The Company has taken unsecured- loan from eight parties listed in the
register maintained under section 301 of the Companies Act,1956 wherein the
balance payable as at the year end is Rs. 1575 Lakhs (Maximum balance
outstanding during the year Rs 1960 Lakhs).
f. In our opinion and according to the explanations given to us, the rate
of interest and other terms and conditions of the aforesaid loan are not,
prima facie prejudicial to the interest of the company.
g. In our opinion and according to the explanations given to us, the
company is regular in paying the principal and interest as stipulated.
(iv) In our opinion and according to the information and explanations given
to us, there is adequate internal control system commensurate with the size
of the company and the nature of its business with regard to purchases of
inventory, fixed assets and with regard to the sale of goods and services.
During the course of our audit, we have not observed any continuing failure
to correct major weakness in the internal control system.
(v) a. According to the information and explanations given to us, we are of
the opinion that the particulars of contracts or arrangements referred to
in Section 301 of the Companies. Act, 1956 have been entered in the
register required to be maintained under that section.
b. There are no transactions made for purchase or sale of goods or services
exceeding the value of five lakh rupees in respect of any party listed in
the register maintained under section 301 of the Companies Act,1956.
(vi) In our opinion and according to the information and explanations given
to us, the company has complied with the provisions of Sections 58A and
58AA or any other relevant provisions of the Companies Act,1956 and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits
accepted from the public. As informed to us, no order has been passed by
the Company Law Board, National Law Tribunal or Reserve Bank of India or
any other court or any other tribunal.
(vii) In our opinion, the company has an internal audit system commensurate
with the size and nature of its business.
(viii) We have broadly reviewed the books of account relating to materials,
labour and other items of cost maintained by the company pursuant to the
Rules made by the Central Government for the maintenance of cost records
under Section 209 (1) (d) of the Companies Act, 1956 and we are of the
opinion that prima facie the prescribed accounts and records have been
made. and maintained. However, we have not made a detailed examination of
the records for determining whether they are accurate or complete.
(ix) a. The company is generally regular in depositing with appropriate
authorities undisputed statutory dues regarding wealth tax,customs duty,
excise duty, cess and other statutory dues applicable to it.
b. According to the records of the Company, there are no undisputed dues
payable in respect of provident fund, employees` state insurance, income-
tax, sales tax, service tax which are outstanding for more than six months
from the date they become payable as of 31st March, 2012.
Investor Education and Protection Fund of Rs.0.21 lakhs has remained unpaid
for a period of more than six months from the date it has become payable.
The same has been retained by the Company as per the orders of the Kolkata
High Court.
c. According to the records of the company, the disputed statutory dues on
accounts of sale tax, income-tax, customs tax/wealth-tax, service Tax,
excise duty/cess which have not been deposited on account of any dispute
are as follows:
Sl. A B C D E
1. The Central Penalty 10.00 1997 to 2000 CESTAT
Excise Act
2. The Central Excise 4.92 July, 1996 CESTAT sent the
Excise Act Duty 0.50 to Sept., matter for de-novo
Penalty 1996 adjudication to the
Assistant Commissioner
of Central Excise.
3. FEMA Penalty 65.49 1996-97 Directorate of Enforcement
has appealed to the
Supreme Court.
4. The Central Excise 26.43 May, 1992 CESTAT
Excise Act Duty to
Sept., 1992
5. The Central Excise 11.10 June, 1989 CESTAT
Excise Act Duty 11.10
Penalty
A = Name of the Statute
B = Nature of the Dues
C = Amount Rs. in Lakhs
D = Period to which the amount relates
E = Forum where between dispute is pending
(x) The Company does not have any accumulated losses at the end of the
financial year. The company has not incurred any cash losses during the
financial year covered by our audit and also during the immediately
preceding financial year.
(xi) In our opinion and according to the- information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution or bank during the year.
(xii) The Company has not granted any loans on the basis of security by way
of pledge of shares, debentures and other securities.
(xiii) The Company is not a chit fund or a nidhi/mutual benefit fund/
society. Therefore, the provisions of clause 4(xiii) of the Order are not
applicable to the company.
(xiv) In our opinion and accoroing to the information and explanations
given to us, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly the provisions of
clause 4 (xiv) of the Order are not applicable to the company.
(xv) The Company has not given any guarantee for loans taken by others from
bank or financial institutions.
(xvi) In our opinion and according to the information and explanations
given to us, term loans have been applied for the purpose for which they
were raised.
(xvii) According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, we report that Rs.
9699.86 Lakhs raised on short- term basis have been used for long-term
investment/applications.
(xviii) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under section 301
of the Companies Act, 1956.
(xix) The Company has not issued any secured debentures during the year nor
it has any outstanding debentures during the year.
(xx) The Company has not raised money by public issues during the year.
(xxi) According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of our
audit.
For K.S. Aiyar & Co.
Chartered Accountants
Firm Registration No. 100186W
Raghuvir M. Aiyar
Partner
(M No.- 38128)
Place : Mumbai
Date : 25th April `12 |