Auditor Report of Lactose (India) Ltd.
Mar 31, 2018
Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of Lactose India Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date and a summary of the significant accounting policies and other explanatory information (herein after referred to as âInd AS financial statementsâ).
Managementâs Responsibility for the Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in sub-section 5 of Section 134 of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (iNd As) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other accounting principles generally accepted in India
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
In conducting 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 specified under sub-section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 March 31, 2018, and its loss, total comprehensive income, the changes in equity and its cash flow for the year ended on that date
Others Matters
The financials statements of the Company for the year ended 31st March, 2017, were audited by SGCO & Co. LLP vide their unmodified audit report dated 20th May 2017 , whose report has been furnished to us by the management and which has been relied upon by us for the purpose of our audit of the financial statement. Our audit report is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, we enclose in âAnnexure Aâ, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by sub-section 3 of Section 143 of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued thereunder;
e) On the basis of the written representations received from the Directors as on 31st March 2018 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March 2018 from being appointed as a Director in terms of sub section 2 of Section 164 of the Act;
f) 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 âAnnexure Bâ and ;
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the 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 litigations on its financial position in its financial statements (refer note no.30 of the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure referred to in Paragraph 1 under âReport on Other Legal and Regulatory Requirementsâ in the Independent
Auditorâs Report of even date to the members of Lactose (India) Limited (âthe Companyâ) on the Ind AS financial statements for the year ended 31st March 2018.
(i) a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size of the Company and the nature of its assets. In accordance with this program certain fixed assets were verified during the year. The frequency of verification is reasonable and no discrepancies have been noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified by the management during the year at reasonable intervals. Discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.
(iii) a) During the year the Company has not granted any loans to parties covered in the register maintained under section 189 of the Companies Act, 2013.
b) In view of our comments in para (iii) (a) above, clauses 3 (iii) (a), (b) and (c) of the said Order are not applicable to the Company
(iv) In our opinion and according to the information and explanation given to us, section 185 of the Act is not applicable, since the Company has not granted any loan and has not provided any guarantees or security to the parties covered under section 185 of the Act. With regards to investments in securities and loans provided to other body corporates, the Company has complied with the provisions of section 186 of the Act.
(v) 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 provision of Section 73 to 76 of the Act and the rules framed thereunder.
(vi) The Central Government has not prescribed the maintenance of cost record under Section 148(1) of the Act, for the company.
(vii) a) According to the records of the Company, the undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities except there is slight delays in few cases of Tax Deducted at Source (TDS), professional tax, provident fund, Service Tax and Goods and Service Tax.
And
According to the information and explanation given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, service tax, goods and service tax, Value added tax, custom duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six month from the date they became payable
b) There are no dues of Income Tax, Sales Tax Wealth Tax, Service Tax, Duty of Custom ,Duty of Excise ,Goods & Service Tax, Value added tax and Cess except mention below which have not been deposited on account of dispute with the appropriate authorities
|
Name of the Statute |
Amount involved (Rs in lakhs) |
Period to amount relates |
Forum where dispute is pending |
|
Income |
20.23 |
A.Y.2013- |
The |
|
Tax Act, |
14 |
Commissioner |
|
|
1961 |
of Income Tax |
||
|
Appeal (Mumbai) |
(viii) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks. The Company has not issued any debentures.
(ix) According to the information and explanations given by the management, the company has utilized the monies raised by the way of term loan for the purpose for which the loan was obtained .The company has not raised any money by way of initial public offer or further public offer (including debt instruments)
(x) According to the information & explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with section 188 and 177 of Companies Act, 2013 wherever applicable and the details have been disclosed in the financial statements as required by the accounting standards and Companies Act, 2013.
(xiv) During the year, the company has issued 5,10,000 share warrants and out of this 3,60,000 share warrants were converted into equity shares. The Company has complied with the provisions of section 42 of the act in this regard and applied the funds received for the purpose of funds raised.
(xv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any noncash transactions with the directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Lactose (India) Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that We comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For K.M Tulsian & Associates
Chartered Accountants
Firmâs Registration No. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 29th May, 2018 Mem. No. 131146
Mar 31, 2017
Report on the Financial Statements
We have audited the accompanying financial statements of Lactose (India) Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended , and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.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 judgements 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. Auditorâs 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 there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2017, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure âA â statement on the matters specified in the paragraphs 3 and 4 of the Order.
2. As required by Section143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow 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 the written representations received from the Directors as on 31st March, 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 st March, 2017 from being appointed as a Director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer our separate report in Annexure âBâ;
(g) 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, 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 financial statements - Refer Note 30(i) to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(iv) The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management -Refer Note 39.
Annexure referred to in Paragraph 1 of âReport on Other Legal and Regulatory Requirementsâ of our Report of even date on the accounts of Lactose (India) Limited for the year ended 31st March 2017.
As required by the Companies (Auditors Report) Order, 2016 and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:
(i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.
b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size of the Company and the nature of its assets. In accordance with this programme certain fixed assets were verified during the year. The frequency of verification is reasonable and no discrepancies have been noticed on such physical verification.
c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified by the management during the year at reasonable intervals. Discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.
(iii) a) During the year the Company has not granted any loans to parties covered in the register maintained under section 189 of the Companies Act, 2013.
b) In view of our comments in para (iii) (a) above, clauses 3 (iii) (a), (b) and (c) of the said Order are not applicable to the Company
(iv) In our opinion and according to the information and explanation given to us, section 185 of the Act is not applicable, since the Company has not granted any loan and has not provided any guarantees or security to the parties covered under section 185 of the Act. With regards to investments in securities and loans provided to other body corporates, the Company has complied with the provisions of section 186 of the Act.
(v) According to the information and explanations given to us and on the basis of our examination of records, the Company has not accepted any deposits from public.
(vi) The Central Government has not prescribed the maintenance of cost record under Section 148(1) of the Act, for the company.
(vii) a) According to the records of the Company, the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities except there is slight delays in few cases of Tax Deducted at Source (TDS), professional tax, provident fund and Service Tax. There was no undisputed amount outstanding at the year end for a period more than six months from the date they become payable except duty of excise amounting to Rs 15,25,087/- ( since paid) .
b) There are no dues of Income Tax, Sales Tax Wealth Tax, Service Tax, Duty of Custom ,Duty of Excise , Value added tax and Cess except mention below which have not been deposited on account of dispute with the appropriate authorities
|
Name of the Statute |
Amount involved |
Period to amount relates |
Forum where dispute is pending |
|
Income Tax Act, 1961 |
Rs.20,22,573 |
A.Y.2013-14 |
The Commissioner of Income Tax Appeal (Mumbai) |
(viii) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks. The Company has not issued any debentures.
(ix) According to the information and explanations given by the management, the Company has utilized the monies raised by the way of term loan for the purpose for which the loan was obtained .The Company has not raised any money by way of initial public offer or further public offer (including debt instruments)
(x) According to the information & explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with section 188 and 177 of Companies Act, 2013 wherever applicable and the details have been disclosed in the financial statements as required by the accounting standards and Companies Act, 2013.
(xiv) During the year, the Company has converted 8,40,000 share warrant issued in earlier year into equity shares. The Company has complied with the provisions of section 42 of the Act in this regard and applied the funds received for the purpose of funds raised.
(xv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any noncash transactions with the Directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For S G C O & Co. LLP
Chartered Accountants
Firm Reg. No. 112081W/W100184
Sd/-
Suresh Murarka
Place: Mumbai Partner
Date: 20th May,2017 Mem. No. 44739
Mar 31, 2016
Report on the Financial Statements
We have audited the accompanying financial statements of Lactose (India) Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended , and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.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.
Auditorâs 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 there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of 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 misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure âA â statement on the matters specified in the paragraphs 3 and 4 of the Order.
2. As required by Section143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow 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 the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164
(2) of the Act.
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer our separate report in Annexure âBâ;
(g) 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, 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 financial statements - Refer Note 32(iv) to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure referred to in Paragraph 1 of âReport on Other Legal and Regulatory Requirementsâ of our Report of even date on the accounts of Lactose (India) Limited for the year ended 31st March 2016.
As required by the Companies (Auditors Report) Order, 2016 and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:
(i) a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size of the Company and the nature of its assets. In accordance with this program certain fixed assets were verified during the year. The frequency of verification is reasonable and no discrepancies have been noticed on such physical verification.
(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventories have been physically verified by the management during the year at reasonable intervals. Discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.
(iii) a) During the year the Company has not granted any loans to the parties covered in the register maintained under section 189 of the Companies Act, 2013.
b) In view of our comments in para (iii) (a) above, clauses 3 (iii) (a), (b) and (c) of the said Order are not applicable to the Company
(iv) In our opinion and according to the information and explanation given to us, section 185 of the Act is not applicable, since the Company has not granted any loan and has not provided any guarantees or security to the parties covered under section 185 of the Act. With regards to investments in securities to other body corporates, the Company has complied with the provisions of section 186 of the Act.
(v) According to the information and explanations given to us and on the basis of our examination of records, the Company has not accepted any deposits from public.
(vi) The Central Government has not prescribed the maintenance of cost record under Section 148(1) of the Act, for the company.
(vii) a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities except there is slight delays in few cases of Tax Deducted at Source (TDS), professional tax, provident fund and Service Tax. There are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31 st March, 2016 for a period more than six months from the date they became payable.
b) There are no dues of Income Tax, Sales Tax Wealth Tax, Service Tax, Custom duty , Excise Duty, VAT and Cess except mention below which have not been deposited on account of dispute with the appropriate authorities
|
Name of the Statute |
Amount involved |
Period to amount relates |
Forum where dispute is pending |
|
Income |
Rs.20,22,573 |
A.Y.2013- |
The |
|
Tax Act, |
14 |
Commissioner |
|
|
1961 |
of Income |
||
|
Tax Appeal |
|||
|
(Mumbai) |
(viii) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not defaulted in repayment of dues to financial institution or banks. The Company has not issued any debentures.
(ix) The company did not raise money by way of initial public offer or further public offer and term loan during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information & explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3 (xii) of the Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with section 188 and 177 of Companies Act, 2013 wherever applicable and the details have been disclosed in the financial statements as required by the accounting standards and Companies Act, 2013.
(xiv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has made a preferential issue of Convertible Share Warrants in accordance with the section 42 of the companies Act, 2013 and amount raised has been utilized for the purpose for which the fund was raised.
(xv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any noncash transactions with the directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For S G C O & Co.
Chartered Accountants
Firm Reg. No. 112081W
Sd/-
Suresh Murarka
Place: Mumbai Partner
Date: 30th May,2016 Mem. No. 44739
Mar 31, 2015
We have audited the accompanying financial statements of Lactose
(India) Limited ("the Company"), which comprise the Balance Sheet
as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the 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 stated
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
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.
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
specified under Section 143(10) of 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 misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the 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 financial controls relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, 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 audit opinion on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid 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, 2015, and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 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 the paragraphs 3 and 4 of the
Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow 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 the written representations received from the
directors as on 31st March, 2015 and taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) 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, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The Company does not have any pending litigations which would
impact its financial position.
(ii) The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
(iii) There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by the Company.
Annexure referred to in Paragraph 1 under the heading "Report on
Other Legal and Regulatory Requirements" in our Independent Auditor's
Report to the members of the Lactose (India) Limited for the year ended
31st March, 2015.As required by the Companies (Auditors Report) Order,
2015 and according to the information and explanations given to us
during the course of the audit and on the basis of such checks of the
books and records as were considered appropriate we report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
b) All the assets are physically verified by the management in
accordance with a phased programme of verification, which in our
opinion is reasonable, considering the size of the Company and the
nature of assets. In accordance with the programme, certain fixed
assets were physically verified during the year. The frequency of
verification is reasonable and no material discrepancies have been
noticed on such physical verification.
(ii) a) The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c) The Company has maintained proper records of its inventories. No
material discrepancies were noticed on physical verification as
compared to book records.
(iii) The Company has not granted any loans to the parties covered in
the register maintained under Section 189 of the Act. Hence paragraph 3
(iii) of the said Order is not applicable to the Company.
(iv) In our opinion, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories and fixed assets and
for the sale of goods and services. We have not observed any major
weakness in the internal control system during the course of the audit.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed for maintenance of cost
records under section 148 (1) of the Companies Act, 2013 for the
Company.
(vii) a) On the basis of our examination of the records of the Company,
the undisputed statutory dues including Provident Fund, Employees'
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty
of Customs, Duty of Excise, Value Added Tax, Cess have been regularly
deposited with the appropriate authorities except there is slight delay
in few cases of depositing TDS, Service Tax and Provident Fund. There
are no undisputed amount payable in respect of such statutory dues
which have remained outstanding as at 31st March, 2015 for a period
more than six months from the date they became payable.
b) There are no dues of Income Tax, Sales Tax Wealth Tax, Service Tax,
Custom duty , Excise Duty, VAT and Cess which have not been deposited
on account of any dispute with the appropriate authorities.
c) There is no amount required to be transferred to investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred any cash losses during the
financial year and in the immediately preceding financial year.
(ix) The Company has not defaulted in repayment of its dues to banks
and financial institutions.
(x) The Company has not given any guarantee for loans taken by others
from banks and financial institutions.
(xi) The Company has applied the term loans during the year for the
purpose they were obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, we have neither come across any instance
of any fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For S G C O & Co.
Chartered Accountants
Firm Regn. No.:112081W
K.M. Tulsian
Partner
Mem. No. : 38430
Place: Mumbai
Date: 28th May, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Lactose
(India) Limited ("the Company"), which comprise the Balance Sheet as at
March 31,2014 and the Statement of Profit and Loss and 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
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 13 September 2013 of the Ministry of Corporate
Affairs in respect of section 133 of the 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 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 misstatement.
An audit involves performing procedure to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgement, including the
assessment of the risk of material misstatement of the financial
statements, whether due to fraud and 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 but not for the purpose of expressing an opinion on the
effectiveness of the Company''s internal control. An audit also includes
evaluating and 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 audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, 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 Profit and Loss Account, 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.
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 the 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 our 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 it appears from our examination of
those books.
(c) The Balance Sheet, Statement of Profit & Loss, and 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
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956 read with
the General Circular 15/2013 dated 13 September 2013 of the Ministry of
Corporate Affairs in respect of section 133 of the Companies Act 2013;
and
(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 terms of clause (g) of subsection (1) of
section 274 of the Companies Act, 1956;
Annexure to Auditors Report
Annexure referred to in Paragraph 1 under the heading "Report on other
legal and regulatory requirements" of our report of even date on
accounts of Lactose (India) Limited for the year ended 3151 March
2014.As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
b) The Company has a programme for physical verification of fixed
assets on a rotational basis, which in our opinion is reasonable having
regard to the size of the Company and the nature of its business.
Accordingly, physical verification of certain fixed assets has been
carried out by management during the year and no material discrepancies
were noticed on such verification.
c) During the year, there is no substantial disposal of fixed assets,
which affects going concern assumption.
(ii) a) The inventories have been physically verified by the management
at the year end.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c) The Company has maintained proper records of its inventories. No
material discrepancies were noticed on physical verification as
compared to book records.
(iii) a) The Company has not granted loan to any party covered in the
register maintained under section 301 of the Act.
b) In view of our comments in para (iii) (a) above, clauses 4 (iii)
(b), (c) and (d) of the said Order are not applicable.
c) The Company has taken unsecured loans from three parties covered in
the register maintained under Section 301 of the Act. The maximum
amount outstanding during the year was Rs. 1,77,08,526 and the year-end
balance was Rs. 1,77,08,526.
d) In our opinion, the rate of interest and other terms & conditions of
such loans are prima facie, not prejudicial to the interest of the
Company.
e) There is no stipulation with regard to repayment of principal
amount, hence clause 4 (iii) (g) of the said Order is not applicable.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of inventories and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an internal audit system which is conducted by
independent firm of chartered accountants. In our opinion and according
to the information and explanation given to us, the internal audit
system is commensurate with the size of the Company and the nature of
its business.
(viii) As per explanation & information given to us, the Company has
maintained the cost record as prescribed by the Central Government
under clause (d) of subsection (1) of Section 209 of the Act. However
the same have not been reviewed by us.
(ix) a) Accordingly to the records of the Company, the undisputed
statutory dues including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and Cess, to the extent applicable, have generally been regularly
deposited with the appropriate authorities except few delays have been
observed in respect of payment of Profession Tax, TDS and Service Tax.
There are no undisputed amount payable in respect of such statutory
dues, which have remained outstanding as at 31st March, 2014 for a
period more than six months from the date they became payable except
profession tax amounting to Rs. 27,670 which have been subsequently
paid.
b) There are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
Custom duty, excise duty cess which have not been deposited on account
of any dispute with the appropriate authorities.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses during the financial year
and in the immediately preceding financial year.
(xi) According to the information & explanations given to us the
Company has not defaulted in repayment of dues to banks & financial
institutions.
(xii) The Company has not granted loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xiii) The provisions of any Special Statute applicable to Chit Fund,
Nidhi or Mutual Benefit Fund/ Societies are not applicable to the
Company.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments.
(xv) The Company has not given any guarantee for the loans taken by
others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanation
given to us, the term loans raised during the year by the Company have
been applied for the purpose for which the said loans were obtained.
(xvii) On an overall examination of the balance sheet of the Company,
we are of the opinion that short-term funds to the extent of Rs.
2,78,84,670/- have been used for long-term investments.
(xviii) The Company has made a preferential issue of Convertible
Warrants to the parties covered in the register maintained under
Section 301 of the Act. The same has been made in conformity with the
guidelines issued by the Securities and Exchange Board of India
relating to such preferential allotment and on that basis not
prejudicial to the interest of the Company.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised money through a public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
any fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the management.
For S G C O & Co.
Chartered Accountants
Firm Regn. No.:112081W
K.M. Tulsian
Partner
Mem. No. : 38430
Place: Mumbai
Date: 29th May, 2014
Mar 31, 2012
We have audited the attached Balance Sheet of Lactose (India) Limited
as at 31st March 2012, the Statement of Profit and Loss 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.
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 management, as well as
evaluating the overall financial statements presentation. We believe
that our audit provides a reasonable basis for our opinion,
2 As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act, 1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3 Further to our comments in the Annexure referred to in paragraph 2
above, we report 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 accounts as required by law have
been kept by the Company so far as it 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
accounts.
d) In our opinion and to the best of our information and , according to
the explanation given to us, the said Balance Sheet, Statement of Profit
and Loss and the Cash Flow Statement dealt by this report comply with the Accounting Standards referred to in Section 211- (3C) of the Companies
Act, 1956.
e) On the basis of written representations received from the directors
as on 3151 March, 2012 and taken on record by the Board, we report that
none of the director is disqualified as on 31st March, 2012 from being
appointed as a director in terms of clause (g) of subsection (1) of
section 274 of the Companies Act, 1956.
f) Attention is invited to Note No. 33, regarding the payments received
from Kerry Ingredients Private Limited amounting to Rs. 11,04,53,113 purportedly for the details mentioned in the note as informed to us by
the management.
The management has not provided us with any corroborative evidences and
supporting to substantiate the nature of these receipts. In absence of
the same, we are unable to comment on the accounting by the Company and
its consequent effect on the Profit/ Loss and Assets / Liabilities for
the year including its classification under Revised Schedule VI.
g) Balances of trade receivables, trade payables, loans and advances
are subject to confirmation, reconciliation and consequential
adjustment, if any. We are unable to comment upon the resultant effect
on the assets, liabilities and profit for the year.
h) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with
notes appearing thereon, subject to Para 3 (f) above give the
information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012,
ii) In the case of the Statement of Profit and Loss, of the Profit of
the Company for the year ended on that date, and ,
iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to Auditors Report
Annexure referred to in Paragraph 2 of the Auditors Report for the year
ended 31st March 2012.As required by the Companies (Auditors Report)
Order, 2003 and amendments thereto and according to the information and
explanations given to us during the course of the audit and on the
basis of such checks of the books and records as were considered
appropriate we report that:
(i) a) The Company has maintained proper records
showing full particulars including quantitative details and situation
of fixed assets except quantitative details in respect of Furniture and
Fixtures.
b) The Company has a programmed for physical verification of fixed
assets on a rotational basis, which in our opinion is reasonable having
regard to the size of the Company and the nature of its business.
Accordingly, physical verification of the fixed assets has been carried
out by management during the year and no material discrepancies were
noticed on such verification.
c) During the year, there is no substantial disposal of fixed assets,
which affects going concern assumption.
(ii) a) The inventories have been physically verified by the management
at the year end.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business. s
c) The Company has maintained proper records of its inventories. No
material discrepancies were noticed on physical verification as
compared to book records.
(iii) a) The Company has granted unsecured loans to one party
covered in the register maintained under section 301 of the
Companies Act, 1956 on call basis. The maximum amount outstanding
during the year was Rs. 35,02,758 and the year-end balance was Rs.
35,02,758
b) The rate of interest and other terms & conditions on the basis of
which these Loans have been granted are prima facie, not prejudicial
to-the interest of the Company.
c) In view of our comments in para (iii) (a) and (b) above, clauses 4
(iii) (c) and (d) of the said Order are not applicable.
d) The Company has taken unsecured loans from three parties covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis. The maximum amount outstanding during the year was Rs.
32,53,050 and the year-end balance was Rs. 24,25,152.
e) In our opinion, the rate of interest, wherever paid and other terms
& conditions of such loans are prima facie, not prejudicial to the
interest of the Company. .
f) In view of our comments in Para (iii) (d) and (e) above, clause 4
(iii) (g) of the said Order is not applicable to the Company.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of inventories and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control systems. ~
(v) a) Based on the audit procedures performed by us,
we are of the opinion that particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained in that section, b) The transactions made in
pursuance of such contracts ax arrangements have been made at prices
which are reasonable having regard Jo the prevailing market prices at
the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company does not have a formal internal audit system
commensurate with its size and nature of business but its financial and
other internal checks, ensures proper recording of financial
transactions.
(viii) The Company has not maintained the cost records as prescribed
under Section 209 (1) (d) of the Companies Act, 1956 for the Company.
(ix) a. Accordingly to the records of the Company, theundisputed
statutory dues including Provident Fund, Employees'' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty,
Excise Duty and Cess have generally been regularly deposited with the
appropriate authorities. There are no undisputed amount payable in
respect of such statutory dues, which have remained outstanding as at
31st March, 2012 for a- period more than six months from the date they
became payable. There are no dues of Income Tax, Sales Tax Wealth Tax,
Service Tax, Custom duty, excise duty cess which have not been
deposited on account of any dispute with the appropriate authorities.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses during the financial year
and in the immediately preceding financial year.
(xi) According to the information & explanations given to us the
Company has not defaulted in repayment of dues to banks & financial
institutions.
(xii) The Company has not granted loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xiii) The Company has not granted loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments.
(xv) The Company has not given any guarantee for the loans taken by
others from banks or financial institutions.
(xvi) The Company has applied the term loans during the year for the
purpose they were obtained.
(xvii) On an overall examination of the Balance Sheet of the Company,
we report that the no funds raised on short- term basis have been used
for long term investments.
(xviii) The Company has not made any preferential allotment of shares
to the parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised money through a public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
any material fraud on or by the Company, noticed or reported during the
year, nor have we been informed of such case by the management.
For Singrodia Goyal & Co.
Chartered Accountants
Firm Regn. No.:112081W
K.M. Tulsian
Partner
Mem. No.: 38430
Place: Mumbai
Date: 28th May 2012
Mar 31, 2010
We have audited the attached Balance Sheet of Lactose (India) Limited
as at 31st March 2010, the 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 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 management, as well as evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for
our opinion.
2 As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto issued by the Central Government of India in terms
of Section 227(4A) of the Companies Act, 1956, we annex hereto a
statement on the matters specified in the paragraphs 4 and 5 of the
said Order.
3 Further to our comments in the Annexure referred to in paragraph 2
above, we report 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 accounts as required by law have
been kept by the Company so far as it appears from our examination of
those books.
c) The Balance Sheet, the Profit & Loss Account and the Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion and to the best of our information and according to
the explanation given to us, the said Balance Sheet, Profit and Loss
Account and the Cash Flow Statement dealt by this report comply with
the Accounting Standards referred to in Section 211 (3C) of the
Companies Act, 1956. Except, Accounting Standard 15 (AS -15) relating
to Accounting of Employee Benefits as referred to in note no.1 (II) of
Schedule "19",where no provision has been made for employee benefits
i.e.gratuity and leave encashment. We are unable to comment upon the
resultant effect on expenses, provisions and profit for the year.
e) On the basis of written representations received from the directors
as on 31st March, 2010 and taken on record by the Board, we report that
none of the director is disqualified as on 31st March, 2010 from being
appointed as a director in terms of clause (g) of subsection (1) of
section 274 of the Companies Act, 1956.
f) Balances of sundry debtors, creditors, loans and advances including
cash held at Baroda are subject to confirmation, reconciliation and
consequential adjustment, if any. We are unable to comment upon the
resultant effect on the assets, liabilities and profit for the year.
g) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts, read together with
notes appearing thereon, subject to 3 (d), (f) & (g), give the
information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010,
ii) In the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date, and
iii) In the case of Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO AUDITORS REPORT Annexure referred to in Paragraph 2 of
the Auditors Report for the year ended 31st March 2010.
As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto and according to the information and explanations
given to us during the course of the audit and on the basis of such
checks of the books and records as were considered appropriate we
report that:
(i) a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets upto 31.3.2009.The Company is still in the process of
compilation the record in respect of addition/ deduction made during
the year.
b) The company has a programme for physical verification of fixed
assets on a rotational basis, which in our opinion is reasonable having
regard to size of the Company and the nature of its business.
Accordingly, certain fixed assets have been physically verified during
the year. However, since the fixed assets register is under
compilation, we are unable to comment on the discrepancies noticed on
such verification, if any.
c) During the year, there is no substantial disposal of fixedassets,
which affects going concern assumption.
(ii) a) The inventories have been physically verified by the management
during the year at reasonable intervals.
b) The procedures of physical verification of the inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c) The Company has maintained proper records of its inventories. No
material discrepancies were noticed on physical verification as
compared to book records
(iii)a) The Company has not granted unsecured loans to any party
covered in the register maintained under section 301 of the Companies
Act, 1956.
b) In view of above, Para 4 (iii) (b), (c) and (d) of the said Order
are not applicable to the Company.
c) The Company has taken unsecured loans from two parties covered in
the register maintained under Section 301 of the Companies Act, 1956 on
call basis. The maximum amount outstanding during the year was Rs.
7.45 lacs and the year-end balance was Rs. 4.69 lacs.
d) In our opinion, the rate of interest and other terms & conditions of
such loans have been taken are prima facie, not prejudicial to the
interest of the Company. e) In view of our comments in Para (iii) (c)
and (d) above, clause 4 (iii) (g) of the said Order is not applicable
to the Company.
(iv) There are adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchase of inventories and fixed assets and for the sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control systems.
(v) a) Based on the audit procedures performed by us, we are of the
opinion that particulars of contracts or arrangements referred to in
Section 301 of the Act have been entered in the register required to be
maintained in that section.
b) The transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) The Company has an adequate internal audit system commensurate
with its size and nature of its business.
(viii) The Central Government has not prescribed for maintenance of
cost records under Section 209 (1) (d) of the Companies Act, 1956 for
the Company.
(ix)a) Accordingly to the records of the Company, the undisputed
statutory dues including Provident Fund, Employeesà State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty and Cess have generally been regularly deposited with the
appropriate authorities. There are no undisputed amount payable in
respect of such statutory dues which have remained outstanding as at
31st March, 2010 for a period more than six months from the date they
became payable
b) According to the information & explanations given to us, the dues in
respect of Income Tax has not been fully
deposited with the appropriate authorities on account of dispute and
the forum where dispute is pending as on 31st March, 2010 is as
follows:
Name of Amount Amount Period to Forum
Statute Disputed Paid which it where dis
(Rs. In lacs) (Rs. In lacs) relates pute is
pending
Income A.Y.
Tax Act, 111.15 55.10 ITAT
2005-06
1961
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred any cash losses during the financial year
and in the immediately preceding financial year.
(xi) According to the information & explanations given to us the
Company has not defaulted in repayment of dues to banks & financial
institutions.
(xii) The Company has not granted loans or advances 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(xii) of the order
are not applicable to the company.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. The Company has invested temporary
surplus funds in marketable securities and mutual funds. Proper records
have been maintained of the transactions and contracts and timely
entries have been made therein. The marketable securities and mutual
funds have been held by the Company, in its own name.
(xv) The Company has not given any guarantee for the loans taken by
others from banks or financial institutions. However, the Company has
given guarantee on behalf of other Company to the Central Excise
Department at the terms & conditions which are not prejudicial to the
interest of the Company.
(xvi) The Company has applied the term loans during the year for the
purpose they were obtained.
(xvii) On an overall examination of the Balance Sheet of the Company,
we report that the no funds raised on short- term basis have been used
for long term investments.
(xviii) The Company has made preferential allotment of shares, by
conversion of share warrants issued in earlier years, to parties
covered in the register maintained under section 301 of the Act. The
same has been in conformity with the guidelines issued by the
Securities and Exchange Board of India relating to such preferential
allotment and on that basis not prejudicial to the interest of the
Company.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised money through a public issue during the
year.
(xxi) There were no frauds on or by the Company noticed or reported
during the course of our audit during the year.
For Singrodia Goyal & Co.
Chartered Accountants
Firm Regn. No.:112081W
K.M Tulsian
Place : Mumbai Partner Mem. No. : 38430
9th, August, 10
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Lactose (India) Ltd.
-
Lactose (India) Ltd. Tools
- Bulk Deals
-
Lactose (India) Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
-
Lactose (India) Ltd. Key Financial Ratios
- Ratios
-
Lactose (India) Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Lactose (India) Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Lactose (India) Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Lactose (India) Ltd. Corporate Announcements
- Book Closure
- Board Meetings
