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Auditor Report of Gennex Laboratories Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GENNEX LABORATORIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India under Section 143 (10) the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion:

The balances of Loans and Advances, Deposits, Unsecured loans, Other Current/liabilities, Trade Receivables and Trade Payables are subject to confirmations as indicated in Note No. 33.3. The impact of the same is unascertained.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified opinion paragraph, the 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:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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.

Emphasis of matter

We draw attention to Note No. 33.4 to the financial statement which describes pending registration formalities for land acquired. Our opinion is not Qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of Sub-Section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper Books of Accounts, as required by law, have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit & Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the Directors, as on March 31, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015, from being appointed as a Director in the terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in Auditors Report in accordance with Rule 11 of Companies (Audit and Auditors) Rules, 2014, 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 litigation on its financial position in its financial statements,

ii. In our opinion and as per information and explanations given to us, the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses. and

iii. There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT

AUDITORS' REPORT

[Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date]

1. a. According to the information and explanations furnished to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. According to the information and explanations furnished to us, all the assets have not been physically verified by the Management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

2. a. According to the information and explanations furnished to us, the inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, 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. According to the information and explanations furnished 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.

3. According to the information and explanations given to us, the company has not granted any loans secured or Unsecured to Companies, firms or other Parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us, During the year the Company has not accepted any deposits in terms of Directives issued by the Reserve Bank of India and provision of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. a. According to the information and explanations given to us and the records of the company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund,, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, Value Added tax, cess and any other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess were in arrears as at 31st March, 2015 for a period more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which are not deposited on account of dispute except Income Tax of ' 56.67 Lacs, (under the Income Tax Act, 1961) and Sales Tax of Rs. 111.04 Lacs for which appeal/Petition are pending before Appellate Authorities/ courts.

d. In our opinion and according to information and explanations given to us amounts required to be transferred to investor education and protection fund in accordance with relevant provision of Companies Act, 1956 (1 of 1956) and Rules made there under have been transferred to such fund within time.

8. In our opinion, the company has no accumulated losses as at 31.03.2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year .

9. According to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions, Bank and Debenture Holders as at Balance Sheet date.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

11. According to information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

12. 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 Laxminiwas & Jain Chartered Accountants Firm Regn. No. 001859S

Sharada G Patil Hyderabad Partner 30th May, 2015 Membership No. 015332




Mar 31, 2014

We have audited the accompanying financial statements of GENNEX LABORATORIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, The Statement of Profit and Loss and the Cash Flow Statement for the year then ended on that date annexed thereto in which are incorporated the returns of Kolkata Branch audited by Branch Auditor, M/s. Sibsankar & Associates, Chartered Accountants, Membership No. 052745 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 15th September 2013 of Ministry of Corporate Affairs in respect of section 133 of Companies Act, 2013.. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reason -able assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion:

The balances of advances, Deposits, Unsecured loans, Other liabilities, Trade Receivables and Trade Payables are subject to confirmations as indicated in Note No. 33.3. The impact of the same is unascertained.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the possible effects of the matters described in the Basis for Qualified opinion paragraph, the 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:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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.

Emphasis of matter

- We draw attention to Note No. 33.4 to the financial statement which describes pending registration formalities for land acquired. Our opinion is not Qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003 ("the order") issued by the Central Government of India in terms of Sub-Section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper Books of Accounts, as required by law, have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit & Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards referred to in Sub- Section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013.

e. On the basis of written representations received from the Directors, as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in the terms of clause (g) of sub-section (1) of section 274 of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date]

1. a According to the information and explanations furnished to us, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. According to the information and explanations furnished to us, all the assets have not been physically verified by the Management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification.

c. According to the information and explanations furnished to us, the Company has not disposed off substantial part of fixed assets during the year which could affect the going concern status of the concern.

2. a. According to the information and explanations furnished to us, the Inventory of the Company has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion and according to information and explanations furnished to us, 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. According to the information and explanations furnished to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. According to the information and explanations furnished to us, the Company during the year has not granted / Taken any loan to/ from the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of property, shares, and other securities and fixed assets and with regard to sale of property, shares and other securities and services. The same needs to be further strengthened.

5. a. According to the information and

explanations furnished to us, the particulars of contracts or arrangements referred to in Sec. 301 of the Companies Act, 1956, have been entered in the registered required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, there are no transaction made in pursuance of contracts or agreements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of each party.

6. In our opinion and according to the information and explanations given to us during the year the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956.

7. In our opinion, The Company has Internal Audit System commensurate with the nature and size of its business. However In our opinion the same needs to be further strengthened.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. According to the information and

explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed Statutory

dues including Provident Fund, Investors Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material Statutory dues applicable to it except as stated otherwise in the report.

b. According to information and explanations given to us, there are no undisputed amount payable in respect of Wealth Tax, Customs Duty, Excise Duty, Cess were in arrears as at 31.03.2014 for a period of more than six months from the date they became payable except for Income Tax amounting to Rs.0.86 Lacs.

c. According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which are not deposited on account of dispute except Income Tax of Rs.56.67 Lacs, (under the Income Tax Act, 1961) and Sales Tax of Rs.14.57 Lacs for which appeal/Petition are pending before Appellate Authorities.

10. In our opinion, the company has no accumulated losses as at 31.03.2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial Institutions and Banks as at the Balance Sheet date. The Company has not issued any debentures.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. According 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 provision of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us, the company has applied the Term Loan for the purpose for which Loan was obtained.

17. According to the information and explanations given to us, and on the overall examination of the Balance Sheet of the Company, we report that no funds raised on a Short-term basis have been used for Long Term Investments.

18. According to the information and explanations given to us, during the year the Company has not made preferential allotment of Shares to parties and Companies, covered in the Register maintained under Section 301 of the Companies Act, 1956, hence Para 4(xviii) of the Order is not applicable.

19. According to the information and explanations given to us, the company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditors Report) Order,2003 are not applicable to the company.

20. According to the information and explanation given to us, the Company has not raised any money by way of Public Issue during the year. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order,2003 are not applicable to the company.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our Audit.

For Laxminiwas & Jain Chartered Accountants Firm Regn. No. 001859S

Sharada G Patil Partner Membership No. 015332

Place : Hyderabad Date: 30th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Gennex Laboratories Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, The Statement of Profit and Loss and the Cash Flow Statement for the year then ended on that date annexed thereto in which are incorporated the returns of Kolkata Branch audited by Branch Auditor, M/s. Sibsankar & Associates, Chartered Accountants, Membership No. 052745 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion:

The balances of advances, Deposits, Unsecured loans, Other liabilities, Trade Receivables and Trade payables are subject to confirmations as indicated in Note No. 33.3. The Impact of the same is unascertained.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the possible effects of the matters described in the Basis for Qualified opinion paragraph, the 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:

1. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

2. In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

3. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of matter

- We draw attention to Note No. 33.4 to the financial statement which describes pending registration formalities for land acquired. Our opinion is not Qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003 ("the order") issued by the Central Government of India in terms of Sub-Section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper Books of Accounts, as required by law, have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit & Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement complying with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the Directors, as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2013, from being appointed as a Director in the terms of clause (g) of sub-section (1) of section 274 of the Act.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph of our report of even date)

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which needs to be updated.

b. All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification.

c. The Company has not disposed off substantial part of fixed assets during the year which could affect the going concern status of the concern.

2. a. The Inventory of the Company been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to information and explanations given to us, the procedures of physical verification of stocks followed by the management area reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. a. The Company has granted loan (advances) to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The year-end balance of loans/ (advances) granted to such parties was Rs.217.23 Lakhs.

b. The terms and conditions on which the company has granted loans (advances) to the parties listed under Sec. 301 of the Companies Act, 1956 are yet to be stipulated. Hence we are unable to comment whether the same is prejudicial to the interest of the company or otherwise.

c. In the absence of terms and conditions, we are unable to comment whether the parties are regular in payment of principal and interest.

d. In the absence of terms and conditions, we are unable to comment whether there are any overdues.

e. According to the information and explanation given to us, during the year the company has not taken any loan from the parties covered in the register maintained under Sec. 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. The same needs to be further strengthened.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Sec. 301 of the Companies Act, 1956, have been entered in the registered required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, there are no transaction made in pursuance of contracts or agreements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of each party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956.

7. The Company has Internal Audit System commensurate with the nature and size of its business. In our opinion the same needs to be further strengthened.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investors Educations and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material Statutory dues applicable to it except as stated otherwise in the report.

b. According to information and explanations given to us, there are no un-disputed amount payable in respect of Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears as at 31.03.2013 for a period of more than six months from the date they became payable except for Income Tax for Rs.2.40 Lacs and service tax for Rs.0.76 Lacs.

c. According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which are not deposited on account of dispute except Income Tax of Rs.51.16 Lacs, (under the Income Tax Act, 1961) and Sales Tax of Rs.14.57 Lacs for which appeal/Petition are pending before Appellate Authorities.

10. In our opinion, the company has no accumulated losses as at 31.03.2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to Financial Institutions and Banks. The Company has not issued any debentures.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society.

Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from Banks or Financial Institutions during the year.

16. According to the information and explanations given to us, the company has applied the Term Loan for the purpose for which Loan was obtained.

17. According to the information and explanations given to us, and on the overall examination of the Balance Sheet of the Company, we report that no funds raised on a Short-term basis have been used for Long Term Investments.

18. According to the information and explanations given to us, during the year the Company has not made preferential allotment of Shares to parties and Companies, covered in the Register maintained under Section 301 of the Companies Act, 1956, hence Para 4(viii) of the Order not applicable.

19. According to the information and explanation given to us, the company has not issued any debentures.

20. According to the information and explanation given to us, the Company has not raised any money by way of Public Issue during the year, hence Para 4(xx) of the Order not applicable

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our Audit.

For Laxminiwas & Jain

Chartered Accountants

Firm Regn. No. 001859S

Sharada G Patil

Hyderabad Partner

30th May, 2013 Membership No. 015332


Mar 31, 2010

We have audited the attached Balance Sheet of Gennex Laboratories Limited as at 31.03.2010 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto in which are incorporated the returns of Kolkata Branch audited by Branch Auditor, M/s. Jaladhar Swain & Co., Chartered Accountants, Membership No. 64718. These financial statements are the responsibility of Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 statement. An Audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our Audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) 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.

3. Further to our comments in the Annexure referred to in Paragraph 1 above, we state that:

a. We have obtained all the information and explanations which to the best of 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 the Company so far as appears from our examination of such books.

c. The Balance Sheet and Profit and Loss Account referred to in this Report are in agreement with books of account.

d. In our opinion, the Profit & Loss Account and Balance Sheet comply with the Accountant Standards referred to in Sub- section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of representations made by the Directors of the Company and the information and explanation given to us, none of the Directors of the Company are prima-facie as at 31st March, 2010, disqualified from being appointed as Directors of the Company in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account read together with the notes thereon subject to Note No.11 in Schedule 14 which deals with confirmation of balances in Advances, Deposits, Unsecured Loans, Other Liabilities, Sundry Debtor and, Sundry Creditors respectively, Note No.12 in Schedule 14 regarding pending Registration formalities for land acquired and Note No.16 in Schedule 14 for non- disclosure of information, relation MSMED Act 2006, the impact of which is unascertained gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view:

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31.03.2010 and

ii. In so far as it relates to the Profit and Loss Account of the Profit of the Company for the year ended on that date.

iii. In so far as it relates to the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph of our report of even date)

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which needs to be updated.

b. All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification.

c. The Company has not disposed off substantial part of fixed assets during the year which could affect the going concern status of the concern.

2. a. The Inventory of the Company been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to information and explanations given to us, the procedures of physical verification of stocks followed by the management area reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. a. The Company had granted loan (advances) to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of loans/(advances) granted to such party was Rs.127.95 Lacs.

b. The terms and conditions on which the company has granted loans (advances) to the parties listed under Sec. 301 of the Companies Act, 1956 are yet to be stipulated. Hence we are unable to comment whether the same is prejudicial to the interest of the company or otherwise.

c. In the absence of terms and conditions, we are unable to comment whether the parties are regular in payment of principal and interest.

d. In the absence of terms and conditions, we are unable to comment whether there are any overdues.

e. According to the information and explanation given to us, during the year the company has not taken loan from the parties covered in the register maintained under Sec. 301 of the Companies Act, 1956. .

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. The same needs to be further strengthened.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Sec. 301 of the Companies Act, 1956, have been entered in the registered required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, there are no transaction made in pursuance of contracts or agreements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of each party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956.

7. The Company has Internal Audit System commensurate with the nature and size of its business. In our opinion the same needs to be further strengthened.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investors Educations and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material Statutory dues applicable to it except as stated otherwise in the report.

b. According to information and explanations given to us, there are no un-disputed amount payable in respect of Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears as at 31.03.2010 for a period of more than six months from the date they became payable except for Income Tax for Rs.62.60 lakhs.

c. According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which are not deposited on account of dispute except Income Tax of Rs.35.25 Lacs (under the Income Tax Act, 1961) for which appeal is pending before Appellate Authorities.

10.In our opinion, the company has no accumulated losses as at 31.03.2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11.According to the records of the Company examined by us and the information and explanation given to us, the company has not overdrawn the working capital limit of Rs.100.00 Lakhs from State Bank of Hyderabad as on 31.03.2010.

12.In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

13.In our opinion, the company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15.According to the information and explanations given to us, the Company has not given any guarantees for loans taken by other from Banks or Financial Institutions.

16.According to the information and explanations given to us, the company has applied the Term Loan for the purpose for which Loan was obtained.

17.According to the information and explanations given to us, and on the overall examination of the Balance Sheet of the Company, we report that no funds raised on a Short-term basis have been used for Long Term Investments.

18.According to the information and explanations given to us, during the year the Company has not made preferential allotment of Shares to parties and Companies, covered in the Register maintained under Section 301 of the Companies Act, 1956, hence Para 4(xviii) of the Order not applicable.

19.According to the information and explanation given to us, the company has not issued any debentures.

20.According to the information and explanation given to us, the Company has not raised any money by way of Public Issue during the year, hence hence Para 4(xx) of the Order not applicable

21.According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our Audit.

For Laxminiwas & Jain

Chartered Accountants

Firm Regn. No. 001859S

Sharada G Patil Partner M.No. 015332

Place : Hyderabad Date : 1st September, 2010




Mar 31, 2009

The Members of Gennex Laboratories Limited We have audited the attached Balance Sheet of Gennex Laboratories Limited as at 31.03.2009 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto in which are incorporated the returns of Kolkata Branch Audited by Branch Auditor. These financial statements are the responsibility of Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. 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 statement. An Audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our Audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227 (4A) 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.

3. Further to our comments in the Annexure referred to in Paragraph 1 above, we state that:

a. We have obtained all the information and explanations which to the best of 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 the Company so far as appears from our examination of such books.

c. The Balance Sheet and Profit and Loss Account referred to in this Report are in agreement with books of account.

d. In our opinion, the Profit & Loss Account and Balance Sheet comply with the

Accountant Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of representations made by the Directors of the Company and the information and explanation given to us, none of the Directors of the Company are prima-facie as at 31s1 March, 2009, disqualified from being appointed as Directors of the Company in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account read together with the notes thereon subject to Note No.11 in Schedule 14 which deals ivith Non- confirmation of balances in Advances, Deposits, Unsecured Loans, Other Liabilities, Sundry Debtors, Sundry Creditors and no movement of funds in few Debtors and Creditors account have been observed during the year. No deliveries of the Equity Shares have taken place against the advance made by the Company for purchase of Shares and hence tJw balance is still lying in the account Advance against Shares. Side by side the balance no delivery of shares had been made due to non- receipt of shares against purchases. As such the balance is shown in the account Advance against Shares not delivered and Advance against supplies respectively the impact of which is unascertained gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view.

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31.03.2009 and ii. In so far as it relates to the profit and Loss Account of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph of our report of even date)

1. a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, which needs to be updated.

b. All the assets have not been physically verified by the Management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on verification.

c. The Company has not disposed off substantial part of fixed assets during the year which could affect the going concern status of the concern.

2. a. The Inventory of the Company been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to information and explanations given to us, the procedures of physical verification of stocks followed by the management area reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. a. The Company had granted loan/ (advances) to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of loans/(advances) granted to such party was Rs.532.78 Lacs.

b. The terms and conditions on which the company has granted loans (advances) to the parties listed under Sec. 301 of the Companies Act, 1956 are yet to be stipulated. Hence we are unable to comment whether the same is prejudicial to the interest of the company or otherwise.

c. In the absence of terms and conditions, we are unable to comment whether the parties are regular in payment of principal and interest.

d. In the absence of terms and conditions, we are unable to comment whether there are any over-dues.

e. According to the information and explanation given to us, during the year the company has taken loan amounting to Rs.8 Lacs from one Party covered in the register maintained under Sec. 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. The same needs to be further strengthened.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Sec. 301 of the Companies Act, 1956, have been entered in the registered required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, there are no transaction made in pursuance of contracts or agreements entered in the register maintained under Sec. 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of each party.

6. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956.

7. The Company has internal audit system commensurate with the nature and size of its business. In our opinion, the same needs to be further strengthened.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for maintenance of Central Government for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a. According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investors Educations and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material Statutory dues applicable to it except as stated otherwise in the report.

b. According to information and explanations given to us, there are no un-disputed amount payable in respect of Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears as at 31.03.2009 for a period of more than six months from the date they became payable except Income TaxforRs.42.001acs.

c. According to the information and explanations given to us, there are no dues of Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which are not deposited on account of dispute except Income Tax of Rs.61.53 Lacs (under the Income Tax Act, 1961) for which appeal is pending before Appellate Authority.

10. In our opinion, the company has no accumulated losses as at 31.03.2009 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the company has overdrawn the working capital limit of Rs.100.00 lacs from State Bank of Hyderabad by Rs.8.09 Lakhs as on 31.03.2009.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by other from Banks or Financial Institutions.

16. According to the information and explanations given to us, the company has applied the Term Loan for the purpose for which Loan was obtained.

17. According to the information and explanations given to us, and on the overall examination of the Balance Sheet of the Company, we report that no funds raised on a Short-term basis have been used for Long Term Investments.

18. According to the information and explanations given to us, during the year the Company has not made Preferential allotment of Shares to parties and companies covered in the Register maintained Under Sec. 301 of the Companies Act, 1956. Hence para 4(xix) of the order not applicable

19. According to the information and explanation given to us, the company has not issued any debentures.

20. According to the information and explanation given to us, the company has not raised any money by way of Public Issue during the year, hence para 4(xx) of the order not applicable.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our Audit.

For Laxminiwas & Jain Chartered Accountants Sharada G Patil Partner Place : Hyderabad M.No. 015332 Date: 4th September, 2009

 
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