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Auditor Report of Gennex Laboratories Ltd.

Mar 31, 2023

Gennex Laboratories Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Gennex Laboratories Limited (''the Company''), which comprise the Standalone Balance Sheet as at 31st March, 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us except for the information referred to in Basis for Qualified opinion of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013(''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs (Financial position) of the Company as at 31st March, 2023, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Other Non-Current Liabilities, Current Liabilities & Other Current Liability are subject to Confirmation/reconciliations. The Impact of the same is, unascertainable.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of the financial statements asa whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our Audit addressed the key audit matter

Carrying value of Investment in Subsidiary entity.

The Company has an investment of Rs.825.42 lakhs in its Subsidiary Deccan Remedies ltd Pending Land registration

As informed to us, The Company is still in the construction stage and yet to commence the operation, Hence, valued at Cost.

Discussion with the management on the development in these litigations during year ended March 31st, 2023

Review ofthe disclosures made by the company in the financial statements in this regard.

Obtain representation letter from the management on the assessment of these matters.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, considerwhetherthe other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for theStandalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Actwith respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditors Responsibilities for the Audit ofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report on Standalone Financials that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under sectionl43(3)(i) of the Act, we are also responsible for explaining our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) ofthe Act, we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 ofthe Order.

Further to our comments in Annexure A, as requiredby section 143(3) ofthe 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 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 it appears from our examination of those books;

c) the standalone financial statements dealtwith by this report are in agreement with thebooks of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 ofthe Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of section164(2) ofthe Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31st March, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure B expressed unmodified opinion; and

g) with respect to the other matters to be included in the Auditor''s Report in accordance with rulell of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact ofpending litigations on its financial position as at 31st March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2023;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund bythe Company during theyearended 31st March 2023; and

As required by section 197(16) of the Act, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule Vto the Act.

For PPKG&Co

Chartered Accountants Firm''s Registration No.: 009655S

Girdhari Lai Toshniwal

Partner

Membership No: 205140 UDIN: 23205140BGUNIA8064

Place: Hyderabad Date: 30th May, 2023


Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

To

The Board of Directors of

Gennex Laboratories Limited

1. We have audited the accompanying statement of Consolidated financial results of Gennex Laboratories Limited (“the company”) for the year ended March 31, 2018 and its Associate (together referred as “the Group”) for the year ended March 31, 2018 (“the Statement”), attached hereto being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’)as modified by SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 05, 2016, which has been initiated by us for the purpose of identification.

2. The Statement and the Consolidated Annual Financial Statements which form the basis for this Statement are the responsibility of the Company’s Management and have been reviewed by the Audit Committee and approved by its Board of Directors, and have been prepared in accordance with the Accounting Standard prescribed under Section 133 of the Companies Act, 2013 read with the relevant Rules there under, as applicable, and other accounting Principles generally accepted in India. Our responsibility is to express an opinion on the Consolidated Financial Statements, based on our audit thereof.

3. 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the statement. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial control relevant to the entity’s preparation and fair presentation of the statement 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 financial control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the statement.

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

4. BASIS FOR QUALIFIED OPINION

The Balances of Current Assets, Other Non-Current Assets, Non-Current Liabilities, Other Non-Current Liabilities, Current Liabilities & other Current Liabilities are subject to confirmations/ reconciliations. The Impact of the same is unascertained.

5. QUALIFIED OPINION

In our opinion and to 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;

i. the Statement, together with the notes thereon are presented in the format prescribed under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and SEBI Circular dated 5 July 2016; and

ii. the statement, gives true and fair view in conformity with Ind AS and other Accounting Principles generally accepted in India of the loss for the quarter and profit for the year, the total Comprehensive Income and other financial information of the Company for the Quarter and year ended 31 st March, 2018.

6. EMPHASIS OF MATTER

The Financial Statement which describes pending registration formalities for land acquired. Our opinion is not qualified in respect of this matter.

7. We did not audit the financial statements of Associate Company included in the Consolidated Financial Results, These financial statements have been audited by other auditors whose report have been furnished to us by the Management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of this Associate is based solely on the reports of the other auditors.

8. The Statement includes the results for the Quarter ended 31st March, 2018 being the balancing figure between the audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by erstwhile Auditors.

Other Matters

9. The Comparative figures of the Quarter and year ended March 31, 2017 prepared in accordance with applicable Indian Accounting Standards (Ind AS) were audited by the erstwhile auditors who had expressed modified opinion on these financial results/financial statements vide their reports dated 30.05.2017

For PPKG & Co.,

Chartered Accountants

Giridhari Lal Toshniwal

Partner M.No. 205140

Place: Hyderabad

Date: 30.05.2018


Mar 31, 2016

To

The Members of

GENNEX LABORATORIES LIMITED 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 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto in which are incorporated the Return 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

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 and financial performance 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 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 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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.

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 on 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 case of the Balance Sheet, of the state of affairs of the company as at March 31, 2016

b. In case of the statement of profit and loss, of the Profit for the year ended on that date and

c. In 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 “Annexure I” a statement on 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 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 Cash flows 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 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 to our separate Report in “Annexure 2”.

g. With respect to the other matters included in the Auditor’s Report and in accordance with Rule 11 of Companies (Audit and Auditors) Rules, 2014 and in our opinion and to the best of our information and explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT “Annexure 1” Annexure to the Independent Auditor’s Report of even date on Financial Statements of GENNEX LABORATORIES LIMITED (“the Company”).

Re: GENNEX LABORATORIES LIMITED

i. 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 program 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.

c. According to the information and explanations furnished to us, all the Immovable properties are held in the name of the company except Land as specified in Note No. 33.4.

ii. 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. 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

iii. According to the information and explanations given to us, the Company has not granted any Loans to any of the parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and security; provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi. 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 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.

vii. a. According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues with appropriate authorities including provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise , Value added tax ,cess and any other statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, duty of custom, duty of excise, Value added tax or cess and any other statutory dues applicable to it were in arrears as at 31st March 2016 for a period more than six months from the date they became payable, except Income tax of Rs. 32.60 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/ courts.

viii. According to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders, as applicable, as at the Balance sheet date.

ix. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Accounting Practice in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

xi. According to the records of the Company examined by us and the information and explanations given to us, managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of Companies Act 2013.

xii. In our opinion, the company is not a Nidhi company. Therefore, the provisions of clause 3 (xii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

xiii. According to the records of the Company examined by us, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the amounts raised have been used for the purposes for which the funds were raised.

xiv. According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them.

xvi. According to the information and explanations given to us, in our opinion the company is not required to get registration under section 45-IA of the Reserve Bank of India Act, 1934.

“Annexure 2”

Annexure to the Independent Auditor’s Report of even date on Financial Statements of GENNEX LABORATORIES LIMITED (“the Company”).

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of GENNEX LABORATORIES LIMITED (“the Company”)

We have audited the internal financial controls over financial reporting of as of GENNEX LABORATORIES LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining 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 company’s 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s 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 “Guidance Note”) 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 auditor’s judgment, 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s 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 company''s 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s 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, have an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, 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.

For Laxminiwas & Jain

Chartered Accountants

Firm Regn. No. 001859S

Sharada G Patil

Hyderabad Partner


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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