Mar 31, 2023
WANBURY LIMITED
Report on Audit of Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Wanbury Limited (âthe Companyâ), which comprise the Standalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss including Other Comprehensive Income/(Loss), the Standalone Statement of Changes in Equity, the Standalone Cash Flow Statement for the year then ended and the Notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âstandalone financial statementsâ).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and loss, other comprehensive income/(loss), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs 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 (âICAIâ) 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 a basis for our opinion on the standalone financial statements.
Material Uncertainty Related to Going Concern:
We draw attention to the Note 58 of the standalone financial statements, regarding preparation of standalone financial statements on going concern basis. The Company''s net worth is negative. One of the lender has filed application with Mumbai Debt Recovery Tribunal - I for the recovery of dues. The Company has defaulted in repayment of principal and interest to some of its lenders and its current liabilities far exceeds its current assets resulting in delayed payments and overdue amounts. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern. The appropriateness of the assumption of the going concern is dependent on the Company''s ability to raise finance, negotiate with creditors, generate cash flows in future to meet its obligation, to restructure its borrowings and business. Hence, the standalone financial statements have been prepared on âgoing concernâ basis for the reasons stated in aforesaid note.
Our opinion is not modified in respect of this matter.
Emphasis of Matters
We draw attention to the following matters in the Notes to the standalone financial statements:
a. Note 42(a) of the standalone financial statements regarding guarantee given in respect of Exim Bank''s investment in Wanbury Holding B.V., a subsidiary of the Company; and
b. Note 46(a) of the standalone financial statements regarding the status of merger of erstwhile PPIL with the Company.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional Judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter |
How the matter was addressed in our audit |
Assessment of Provisions and Contingent liabilities The Company undergoes assessment proceedings from time to time with direct and indirect tax authorities and with certain other parties. There is a high level of judgement required in estimating the level of provisioning and / or the disclosures required. The management''s assessment is supported by advice from internal / external tax consultants and legal consultants, where considered necessary by the management. Accordingly, unexpected adverse outcomes could significantly impact the Company''s reported loss and Balance Sheet position. (Refer Note 41,42, 43 of the standalone financial statements) We considered the above area as a key audit matter due to associated uncertainty related to the outcome of these matters and application of material judgement in interpretation of law. |
Our audit procedures included the following: ⢠Understanding and evaluating process and controls designed and implemented by the management including testing of relevant controls; ⢠Obtaining details of the related matters, inspecting the supporting evidences and critically assessing management''s evaluation through discussions with management on both the likelihood of outcome and the magnitude of potential loss; ⢠Reading recent orders and / or communication received from the tax authorities and with certain other parties, and management replies to such communication; ⢠Evaluating independence, objectivity and competence of the management''s tax / legal consultants (internal / external); ⢠Understanding the current status of the tax assessments / litigations; ⢠Obtaining direct written confirmations from the Company''s legal / tax consultants (internal / external) to confirm the facts and circumstances and assessment of the likely outcome. ⢠Assessing the likelihood of the potential financial exposure; ⢠We did not identify any material exceptions as a result of above procedures relating to management''s assessment of provisions and contingent liabilities. |
Appropriateness of the Expected credit loss ("ECLâ). To recognise ECL, the Company applies simplified approach for trade receivable which do not contain a significant financing component and general approach for corporate guarantee contracts and financial assets measured at amortised cost and FVTOCI debt instrument. In calculating ECL, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future. ECL is considered as KAM in view of significant estimates and judgements made by the management for measurement and recognition of the same. (Refer Note 60 of the standalone financial statements) |
Our procedures, in relation to testing of ECL, includes the following: ⢠We have verified the calculation of ECL as estimated by the management. We have examined the methodology and the judgements/assumptions used by the management while estimating ECL. |
Information Other than the Financial Statements and Auditor''s Report Thereon ("Other informationâ)
The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Company''s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management''s and Board of Directors'' Responsibility for the Standalone Financial Statements
The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income (Ioss), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are 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 are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the Standalone 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 the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(/) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 and Board of Directors.
⢠Conclude on the appropriateness of management and Board of directors 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
1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss including other comprehensive income (Ioss), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with relevant rules issued thereunder;
e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2023 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended:
In our opinion and according to the information and explanation given to us, no managerial remuneration has been paid or provided during the year. Hence, requirement of Section 197(16) of the Act are not applicable to the Company.
h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at 31 March 2023, on its financial position in its standalone financial statements - Refer Note 41 to the standalone financial statements;
ii. The Company has not entered into any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. a. The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the note
68 of the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b. The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the note 68 of the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.
v. There were no amounts which were declared or paid during the year as dividend by the Company.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.
FOR AND ON BEHALF OF V. PAREKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN. NO. 107488W
RASESH V. PAREKH - PARTNERPLACE : MUMBAI MEMBERSHIP NO. 38615
DATED: 7 July 2023 UDIN: 23038615BGVNRD3335
Mar 31, 2018
Report on Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of WANBURY LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss including Other Comprehensive Income (Loss), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as âstandalone Ind AS financial statementsâ).
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income (loss), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS 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 standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its Loss, other comprehensive income (loss), its cash flows and changes in equity and for the year ended on that date.
Material Uncertainty Related to Going Concern
In spite of negative net worth of the Company, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in Note no.64 of the financial statements.
Our opinion is not modified in respect of the same.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
a) The Company has given guarantee in respect of Exim Bank''s investments of USD 60 Lakhs (Rs. 3,902.64 Lakhs) in Wanbury Holding B.V., a subsidiary of the Company which has been invoked. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement as stated in Note 43(a) of the financial statements.
b) Note No. 46 of the financial statements regarding the status of merger of erstwhile PPIL with the Company.
Our opinion is not modified in respect of these matters.
Other Matters
The comparative financial information for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2016, prepared in accordance with Ind AS included in these standalone financial statements, are based on the previously issued statutory financial statements for the year ended 31 March 2017 and 31 March 2016, respectively prepared in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) which were audited by the predecessor auditor, whose reports dated 30 May 2017 and 18 May 2016, respectively, expressed unmodified opinion on those standalone financial statements, and have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by us.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income (loss), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder;
e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at 31 March 2018, on its financial position in its standalone Ind AS financial statements - Refer Note 42 to the standalone Ind AS financial statements;
ii. The Company has not entered into any long-term contracts including derivative contracts requiring provision under the applicable law or Ind AS, for 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;
iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However, amounts as appearing in the audited standalone financial statements for the year ended 31 March 2017 have been disclosed - Refer note 68 to the standalone Ind AS financial statements.
ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT
(The Annexure referred to in para 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the Members of WANBURY LIMITED on the standalone Ind AS financial statements for the year ended 31 March 2018.)
1) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) As informed to us by the management, the Company has a policy of physically verifying fixed assets in a phased manner over a period which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification and the same has been properly dealt with in the books of account.
c) According to the information and explanations given to us and the title deeds / lease deeds and other records examined by us, we report that the title deeds / lease deeds in respect of all the immovable properties of land which are freehold, immovable properties of land that have been taken on lease and buildings, as disclosed in Note 8 - fixed assets in the standalone Ind AS financial statements, are held in the name of the Company or in the erstwhile name of the Company or in the name of the transferor companies which have merged into the Company, as at the balance sheet date.
2) According to the information and explanation given to us, the inventories have been physically verified by the management at reasonable intervals during the year except for stocks with third parties for which most of the confirmation certificates have been obtained by the Company. The discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.
3) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013.
5) According to the information and explanations given to us, the Company has not accepted any deposits as per the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
6) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013 in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, made a detailed examination of the records with a view to determine whether they are accurate and complete.
7) According to the information and explanations given to us:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues with the appropriate authorities during the year. There are no undisputed amounts payable in respect of aforesaid material statutory dues as at 31 March 2018, which were in arrears for a period of more than six months from the date they became payable except statutory dues of erstwhile PPIL referred to in note 46 of the financial statements.
b) On the basis of our examination of the documents and records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, and Cess as at 31 March 2018 which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against:
Name of the Statute |
Nature of the Dues |
Amount Rs. In Lakhs* |
Period to which amounts relate |
Forum where dispute is Pending |
The Income Tax Act, 1961 |
Income Tax/TDS/ Interest /Penalty |
46.20 |
AY 1997-98 |
Bombay High Court |
503.71 |
AY 2010-11 |
Deputy Commissioner of Income tax, Mumbai |
||
The Central Sales Tax Act, 1956 |
Sales Tax/Interest / Penalty |
42.95 |
FY 1997-98 to FY 2004-05 |
Andhra Pradesh High Court |
2,972.28 |
FY 1992-93 FY 1994-95 FY 1996-97 FY 1997-98 & FY 2000-01 to FY 2004-05 |
Bombay High Court |
Name of the Statute |
Nature of the Dues |
Amount Rs. In Lakhs* |
Period to which amounts relate |
Forum where dispute is Pending |
Service Tax under Finance Act, 1994 |
Service Tax/ Interest/ Penalty |
282.37 |
FY 2005-06 to FY 2010-11 |
Central, Excise and Service Tax Appellate Tribunal, Mumbai |
31.43 |
FY 2011-12 |
The Commissioner of Central Excise (Appeals), Mumbai |
||
The Central Excise Act, 1944 |
Excise Duty/ Penalty |
26.10 |
Mar 2013 to Dec 2013 |
The Custom, Excise and Service Tax Appellate Tribunal (CESTAT), Hyderabad |
41.94 |
Jan 2014 to Oct 2014 |
The Custom, Excise and Service Tax Appellate Tribunal (CESTAT), Hyderabad |
||
20.03 |
Nov 2014 to Aug 2015 |
The Commissioner of Central Excise (Appeals), Guntur, Andhra Pradesh |
*Net of amounts paid under protest or otherwise. Amount as per demand order including interest and penalty wherever quantified.
8) Based on our audit procedures, information and explanations given to us, there is no delay in respect of repayment of loans or borrowings to financial institutions, banks, Government and dues to debenture holders, except for the following defaults.
Particulars |
Amount of default as at the |
Period of default |
balance sheet date (Rs. in Lakhs) |
(in days) and Remarks |
|
Andhra bank |
||
- Principal |
515.27 |
1 to 366 days |
- Interest |
166.31 |
1 to 366 days |
Axis Bank |
||
- Principal |
133.63 |
1 day |
- Interest |
2.14 |
1 day |
EXIM Bank |
||
- Principal |
244.04 |
1 to 91 days |
- Interest |
39.36 |
1 to 731 days |
IDBI Bank |
||
- Principal |
11.52 |
1 to 91 days |
- Interest |
1.20 |
1 day |
Edelweiss Asset Reconstruction |
||
Company Limited (âEARCLâ) |
||
- Principal |
1086.94 |
1 to 640 days |
- Interest |
199.69 |
366 to 640 days |
Foreign Currency Convertible Bond Holders |
||
- Principal |
397.04 |
1 to 2,168 days |
- Interest |
115.70 |
1 to 2,467 days |
Non Convertible Debentures |
55.67 |
Unpaid from 1 May 2009 |
97.00 |
Unpaid from 1 May 2010 |
|
Refer Note 28.1 and 46 of the |
||
financial statements |
||
Optionally Fully Convertible Debentures |
290.99 |
Unpaid from 30 April 2010 |
291.00 |
Unpaid from 30 April 2011 |
|
Refer Note 28.2 and 46 of the financial |
||
statements |
||
Term Loans taken by erstwhile |
68.02 |
Unpaid from respective due dates. |
PPIL from banks / financial institutions |
Refer Note 28.4, 28.5 and 46 of the |
|
financial statements |
9) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and has not taken any term loan during the year.
10) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
11) According to the information and explanation given to us:
During the year ended 31 March 2018, 31 March 2017 and 31 March 2016 the Company has paid Rs. 45.77 Lakhs, Rs.41.77 Lakhs and Rs.49.77 Lakhs respectively in excess of the remuneration payable as per the provisions of section 197 read with Schedule V to the Companies Act, 2013, which is recoverable from whole time director. The Company has applied to the Central Government for the approval of the excess remuneration paid for F.Y. 2015-16. Amount recoverable from whole time director aggregating to Rs.137.31 Lakhs is shown under âOther Current Assets - Non Financialâ. In case of non approval from Central Government, the Board of Directors at its meeting held on 10 August 2018 has decided to recover the said dues on or before 9 August 2019. (Refer Note 57).
12) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
13) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Companies Act, 2013. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Ind AS.
14) According to the information and explanation given to us, as per the terms of its debt settlement, the Company has, during the year, made preferential allotment of Equity Shares to the lender on conversion of Compulsory Convertible Debentures (CCDs) issued/allotted in part settlement of dues to lenders in the earlier year. The requirements of section 42 of the Companies Act, 2013 have been complied with to the extent applicable.
15) In our opinion and according to the information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
16) In our opinion and according to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
ANNEXURE B TO THE INDEPENDENT AUDITORâS REPORT
(The Annexure referred to in para 2 (f) under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the Members of WANBURY LIMITED on the Standalone Ind AS financial statements for the year ended 31 March 2018.)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls with reference to financial statements of WANBURY LIMITED (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS 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 with reference to financial statements 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 (âICAIâ). 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 and presentation 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 with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI 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. Those Standards and the above mentioned 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 with reference to financial statements 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company''s internal financial control with reference to financial statements 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 with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018 based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For V. Parekh & Associates
Chartered Accountants
Firm Regn. No. 107488W
Rasesh V. Parekh
Partner
Mumbai,10 August, 2018 M. No. 38615
Mar 31, 2016
TO THE MEMBERS OF WANBURY LIMITED
Report on Standalone Financial Statements
We have audited the accompanying standalone financial statements of WANBURY LIMITED (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its loss-and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
a) Note 52 in the financial statements which indicate that the Company has accumulated losses and its net worth has been fully eroded. The financial statements of the Company have been prepared on a going concern basis for the reasons stated therein.
b) The Company has given guarantee in respect of Exim Bankâs investments of USD 60 Lakhs (Rs. 3,979.97 Lakhs) in Wanbury Holding B.V., a subsidiary of the Company and State Bank of Indiaâs loan of Euro 32.60 Lakhs (Rs. 2,448.11 Lakhs) to Cantabria Pharma S.L., the step down subsidiary of the Company, which have been invoked by the respective parties. The said dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement with the respective parties as stated in Note 30 of the financial statements.
Our opinion is not modified in respect of these matters.
Other Matter
We did not audit the financial statements/financial information of one branch included in the standalone financial statements of the Company whose financial statements/financial information reflect total assets of Rs. 10,090.60 Lakhs as at 31 March 2016 and total revenues of Rs. 16,072.61 Lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of this branch have been audited by the branch auditor whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the report of such branch auditor.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in the âAnnexure Aâ 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 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 reports on the accounts of the branch of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f) On the basis of the 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.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
h) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at 31 March 2016 on its financial position in its standalone financial statements - Refer Note 29 to the financial statements;
ii. The Company has not entered into any long-term contracts including derivative contracts requiring provision under the applicable law or accounting standards, for 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 A TO THE INDEPENDENT AUDITORâS REPORT
(The Annexure referred to in Para 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the Members of WANBURY LIMITED on the financial statements for the year ended 31 March 2016.)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) As informed to us by the management, the Company has a policy of physically verifying fixed assets in a phased manner over a period which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. We are informed that there were no material discrepancies noticed on such verification and the same has been properly dealt with in the books of account.
c) According to the information and explanations given to us and the title deeds / lease deeds and other records examined by us, we report that the title deeds / lease deeds in respect of all the immovable properties of land which are freehold, immovable properties of land that have been taken on lease and buildings, as disclosed in Note 11 - fixed assets in the standalone financial statements, are held in the name of the Company or in the erstwhile name of the Company or in the name of the transferor companies which have merged into the Company, as at the balance sheet date.
2. According to the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year except for stocks with third parties for which most of the confirmation certificates have been obtained by the Company. The discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.
3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013.
5. The Company has not accepted any deposit from the public within the meaning of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013. Accordingly, paragraph 3(v) of the Order is not applicable.
6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under 148(1) of the Companies Act, 2013 in relation to products manufactured, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate and complete.
7. According to the information and explanations given to us :
a) Except in some cases where there have been delays, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of aforesaid material statutory dues as at 31 March 2016 which were in arrears for a period of more than six months from the date they became payable except statutory dues of erstwhile PPIL referred to in note 32 of the financial statements.
b) On the basis of our examination of the documents and records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of a dispute, except as enumerated herein below which are pending before respective authorities as mentioned there against :
Name of the Statute |
Nature of the Dues |
Amount Rs. In Lakhs4 |
Period to which amounts relate |
Forum where dispute is Pending |
The Income Tax Act, 1961 |
Income Tax/ TDS/ Interest / Penalty |
46.20 |
AY 1997-98 |
Bombay High Court |
96.32 |
AY 2010-11 |
Deputy Commissioner of Income tax, Mumbai |
||
5.65 |
AY 2010-11 |
Commissioner of Income tax (Appeals), Mumbai |
||
The Central Sales Tax Act, 1956 |
Sales Tax/Interest / Penalty |
220.39 60.35 19.95 |
FY 2006-07 FY 2007-08 FY 2002-03 |
Sales Tax Appellate Tribunal Andhra Pradesh |
42.95 |
FY 1997-98 to FY 2004-05 |
Andhra Pradesh High Court |
||
The Central Sales Tax Act, 1956 |
Sales Tax/Interest / Penalty |
2,972.28 |
FY 1992-93 FY 1994-95 FY 1996-97 FY 1997-98 & FY 2000-01 to FY 2004-05 |
Bombay High Court |
Service Tax under Finance Act, 1994 |
Service Tax/ Interest/ Penalty |
275.42 |
FY 2004-05 to FY 2010-11 |
Central, Excise and Service Tax Appellate Tribunal, Mumbai |
31.43 |
FY 2011-12 |
The Commissioner of Central Excise (Appeals), Mumbai |
||
The Central Excise Act, 1944 |
Excise Duty |
25.31 |
FY 2009-10 to FY 2010-11 |
Central, Excise and Service Tax Appellate Tribunal, Bangalore |
2.97 |
Apr 2011 to Dec 2011 |
Central, Excise and Service Tax Appellate Tribunal, Bangalore |
||
9.61 |
Apr 2005 to Sept 2007 |
Central, Excise and Service Tax Appellate Tribunal, Bangalore |
||
21.07 |
Apr 2011 to Feb 2012 |
The Commissioner of Central Excise (Appeals), Guntur, Andhra Pradesh |
||
26.10 |
Mar 2013 to Dec 2013 |
The Commissioner of Central Excise (Appeals), Guntur, Andhra Pradesh |
||
41.94 |
Jan 2014 to Oct 2014 |
The Commissioner of Central Excise (Appeals), Guntur, Andhra Pradesh |
8. Based on our audit procedures and on the basis of information and explanations given to us, there is no delay in respect of repayment of loans or borrowings to financial institutions, banks, government and dues to debenture holders, except for the following defaults.
Particulars |
Amount of default as at the balance sheet date (Rs. in Lakhs) |
Period of default (in days) and Remarks |
Andhra bank - Principal - Interest |
19.20 27.94 |
1 day 1 to 32 days |
Axis Bank - Principal - Interest |
1.90 2.27 |
1 day 1 day |
Bank of India - Principal - Interest |
146.20 29.27 |
1 day 1 day |
EXIM Bank - Principal - Interest |
2.14 10.34 |
1 day 1 to 92 days |
IDBI Bank - Principal - Interest |
2.15 1.69 |
1 day 1 day |
State bank of Mysore - Principal - Interest |
89.97 70.18 |
1 day 1 to 61 days |
State bank of India - Principal - Interest |
1,591.32 895.15 |
1 to 367 days 1 to 367 days |
Foreign Currency Convertible Bond Holders - Principal - Interest |
717.56 329.28 |
92 to 1,438 days 1,438 to 1,737 days |
Non Convertible Debentures |
55.67 97.00 |
Unpaid from 1 May 2009 Unpaid from 1 May 2010 Pending fresh order from BIFR - Refer Note 9.1 and 32 of the financial statements |
Optionally Fully Convertible Debentures |
290.99 291.00 |
Unpaid from 30 April 2010 Unpaid from 30 April 2011 Pending fresh order from BIFR - Refer Note 9.2 and 32 of the financial statements |
Term Loans taken by erstwhile PPIL from banks / financial institutions |
68.02 |
Unpaid from respective due dates. Pending fresh order from BIFR - Refer Note 9.4, 9.5 and 32 of the financial statements |
9. According to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer or further public offer and has not taken any term loan during the year.
10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
11. According to the information and explanation given to us, during the year the Company has paid Rs. 49.77 Lakhs in excess of the remuneration payable as per the provisions of section 197 read with Schedule V to the Companies Act, 2013, for which application has been made to the Central Government on 18 January 2016 and the said amount, pending approval of the Central Government, is shown as recoverable in the financial statements.
In respect of the excess managerial remuneration recoverable aggregating to Rs. 166.19 Lakhs pertaining to financial years 2011-12 to 2014-15 [Refer Note 38(a)], the Board of Directors at its meeting held on 18 May 2016 has extended repayment date and accordingly the said dues are repayable on or before 31 March 2017.
12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
13. The company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Companies Act, 2013. The details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
14. According to the information and explanation 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. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
15. In our opinion and according to the information and explanation given to us, the Company has not entered into any noncash transactions with directors or persons connected with directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
16. In our opinion and according to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
ANNEXURE B TO THE INDEPENDENT AUDITORâS REPORT
(The Annexure referred to in para 2 (f) under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the Members of WANBURY LIMITED on the Standalone financial statements for the year ended 31 March 2016.) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of WANBURY LIMITED (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI 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. Those Standards and the above mentioned Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 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 ICAI.
For Kapoor & Parekh Associates
Chartered Accountants
ICAI FRN 104803W
Nikhil Patel
Partner
M. No.37032
Mumbai, 18 May 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
WANBURY LIMITED ("the Company"), which comprise the Balance Sheet as at
31 March 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the period then ended, and a summary of the significant
accounting policies and other explanatory information.
Management,s Responsibility for the Standalone Financial Statements
The Company,s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor,s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor,s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company,s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in circumstances, but not for the purpose of expressing an
opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company,s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2015, and its profit and its cash fows for the period ended
on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the
financial statements:
a) Note 55 in the financial statements which indicate that the Company
has accumulated losses and its net worth has been fully eroded. The
financial statements of the Company have been prepared on a going
concern basis for the reasons stated therein.
b) The Company has given guarantee in respect of Exim Bank,s
investments of USD 60 Lacs (Rs, 3,755.45 Lacs) in Wanbury Holding B.V.,
a subsidiary of the Company and State Bank of India,s loan of Euro
32.60 Lacs (Rs, 2,200.84 Lacs) to Cantabria
Pharma S.L., the step down subsidiary of the Company, which have been
invoked by the respective parties. The said dues being part of the CDR
Scheme will be accounted upon arriving at mutually agreed terms of
settlement with the respective parties as stated in Note 34 of the
Financial Statements.
Our opinion is not modified in respect of these matters.
Other Matter
We did not audit the financial statements/financial information of one
branch included in the standalone financial statements of the Company
whose financial statements/financial information reflect total assets
of Rs, 9,864.82 Lacs as at 31 March 2015 and total revenues of Rs,
10,592.64 Lacs for the period ended on that date, as considered in the
standalone financial statements. The financial statements/information
of this branch have been audited by the branch auditor whose reports
have been furnished to us, and our opinion in so far as it relates to
the amounts and disclosures included in respect of this branch, is
based solely on the report of such branch auditor.
Our opinion is not modified 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 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 reports on the accounts of the branch of the Company audited
under Section 143(8) of the Act by branch auditors have been sent to us
and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
e) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
f) On the basis of the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
g) With respect to the other matters to be included in the Auditor,s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending
litigations as at 31 March, 2015 on its financial position in its
standalone financial statements  Refer Note 33 to the financial
statements;
ii. The Company has not entered into any long-term contracts including
derivative contracts requiring provision under the applicable law or
accounting standards, for material foreseeable losses.
iii. There has been delay in transferring Rs, 6.54 Lacs, required to
be transferred, to the Investor Education and Protection Fund by the
Company, which has been paid on 8 May 2015.
ANNEXURE TO THE INDEPENDENT AUDITOR,S REPORT
(The Annexure referred to in Para 1 under the heading "Report on Other
Legal and Regulatory Requirements" of our report of even date to the
Members of WANBURY LIMITED on the financial statements for the period
ended 31 March 2015.)
1 In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the period as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informed that there was no material discrepancies
noticed on such verification which were accounted in the financial
statements.
2 In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the period except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3 According to the information and explanations given to us, the
Company has not granted any loan, secured or unsecured, to companies,
forms or other parties covered in the register maintained under Section
189 of the Companies Act, 2013 and hence, clause 3 (iii) of the Order
is not applicable to the Company.
4 In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and nature of its business
with regard to purchases of inventory, 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
control system.
5 The Company has not accepted any deposit from the public. No order
has been passed by the Company Law Board or National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal in
this regard.
6 We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under Section 148(1) of the Companies Act,
2013 in relation to products manufactured, and are of the opinion that,
prima facie, the prescribed accounts and records have been made and
maintained. We have not, made a detailed examination of the records
with a view to determine whether they are accurate and complete.
7 According to the information and explanations given to us :
a) Except in some cases where there have been delays, the Company has
been generally regular in depositing 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 other material statutory dues with the appropriate
authorities during the period. According to the information and
explanations given to us, there are no undisputed amounts payable in
respect of aforesaid material statutory dues as at 31 March 2015 which
were in arrears for a period of more than six months from the date they
became payable except in respect of income tax deducted at source of
Rs, 0.21 Lac, profession tax ofRs, 4.11 Lacs, NMMC Cess ofRs, 8.72
Lacs, wealth tax ofRs, 2.80 Lacs and statutory dues of erstwhile PPIL
referred to in Note 36 of the financial statements.
b) On the basis of our examination of the documents and records of the
Company, there are no dues of Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which
have not been deposited on account of a dispute, except as enumerated
herein below which are pending before respective authorities as
mentioned there against :
Name of the Nature of the Amount Period
Statute Dues Rs, In Lacs* to which
amounts relate
The Income Tax Income Tax/ 46.20 AY 1997-98
Act, 1961 TDS/ Interest /
96.32 AY 2010-11
Penalty
The Sales 220.39 FY 2006-07
Central Tax/Interest / 60.35 FY 2007-08
Sales Tax Penalty 19.95 FY 2002-03
Act, 1956 42.95 FY 1997-98 to
FY 2004-05
2,972.28 FY 1992-93
FY 1994-95
FY 1996-97
FY 1997-98 &
2000-01 to 2004-05
Service Tax
under Service Tax/ 632.13 FY 2004-05 to
Finance
Act, 1994 Interest/ FY 2010-11
Penalty 31.43 FY 2011-12
The Central Excise Duty 25.31 FY 2009-10 to
Excise
Act, 1944 FY 2010-11
2.97 Apr 2011 to
Dec 2011
9.61 Apr 2005 to
Sept 2007
21.07 Apr 2011 to
Feb 2012
26.10 Mar 2013 to
Dec 2013
Name of the Statute Forum where dispute is Pending
The Income Tax Bombay High Court
Tax,1961 Deputy Commissioner of Income Tax, Mumbai
The Sales Tax Appellate Tribunal, Visakhapatnam
Central
Sales Tax Sales Tax Appellate Tribunal, Andhra Pradesh
Act,1956 Hyderabad High Court
Bombay High Court
Service Tax Under Central, Excise and Service Tax Appellate
Tribunal, Mumbai
Financial Act,1994 The Commissioner of Central Excise
(Appeals), Mumbai
The Central Central, Excise and Service Tax Appellate
Excise ACt,1944 Tribunal,Bangalore
Central, Excise and Service Tax Appellate
Tribunal,Bangalore
Central, Excise and Service Tax Appellate
Tribunal, Bangalore
The Commissioner of Central Excise
(Appeals), Guntur, Andhra Pradesh
The Commissioner of Central Excise
(Appeals), Guntur, Andhra Pradesh
*Net of amounts paid under protest or otherwise. Amount is as per
demand order including interest and penalty wherever quantifed.
c) Rs, 6.54 Lacs which was required to be transferred to the investor
education and protection fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and rules there under
has remained unpaid as at the period end and subsequently transferred
to the aforesaid fund.
8. The Company has accumulated losses exceeding ffty percent of the
net worth as at the period end. The Company has not incurred cash
losses during the current and the immediately preceding financial
period.
9. Based on our audit procedures and on the basis of information and
explanations given to us, Non Convertible Debentures of Rs, 152.67 Lacs
and Optionally Fully Convertible Debenture of Rs, 581.99 Lacs have
remained unpaid from due dates as referred to in note 10.1 and 10.2
respectively of the financial statements, pending fresh order of BIFR
(Refer Note 36 of the financial statements). There is a delay in
payment of principal amount to Foreign Currency Convertible
Bond-Holders aggregating to Rs, 509.35 Lacs of 1,072 days and interest
of Rs, 47.52 Lacs of 1,371 days. Term Loans of Rs, 68.02 Lacs taken by
erstwhile PPIL from banks /financial institutions have remained unpaid
from due dates as referred to in note 10.4 and 10.5 of the financial
statements, pending fresh order from BIFR (Refer Note 36 of the
financial statements). Further, except for delay in payment of
principal aggregating to Rs, 2,509.22 Lacs ranging from 1 to 183 days
and interest of Rs, 1,275.51 Lacs ranging from 1 to 92 days in respect
of period ended 31 March 2015, there is no delay in respect of term
loans due to banks/ financial institutions. However principal amount of
Rs, 1,351.13 Lacs and interest amount of Rs, 1006.64 Lacs have been
made good till period ended 31 March 2015 and principal amount of Rs,
0.49 Lac and interest of Rs, 51.05 Lacs have been made good
subsequently.
10. According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiaries, from
bank and financial institutions, and the terms and conditions thereof
are, prima facie, not prejudicial to the interest of the Company.
11. To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
12. To the best of our knowledge and belief and 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 Kapoor & Parekh Associates
Chartered Accountants
ICAI FRN 104803W
Nikhil Patel
Partner
Mumbai, 21 May 2015 M. No. 37032
Sep 30, 2014
We have audited the accompanying financial statements of Wanbury
Limited ("the Company"), which comprise the Balance Sheet as at 30
September 2014, and the Statement of Profit & Loss and Cash Flow
Statement for the period then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). 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.
Auditors'' 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 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
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company''s internal control. An
audit also includes evaluating 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 audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us and read with matter described in the Emphasis
of Matter 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 30 September 2014;
(b) in the case of the Statement of Profit and Loss, of the loss for
the period ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
period ended on that date.
Emphasis of Matter
1. Financial Statements are prepared on a "going concern" basis as
stated in note 56.
2. The Company has given guarantee in respect of Exim Bank''s
investments of USD 60 Lacs (Rs. 3,696.81 Lacs ) in Wanbury Holding B.V.,
a subsidiary of the Company and State Bank of India''s loan of Euro
32.60 Lacs (Rs. 2,549.52 Lacs ) to Cantabria Pharma S.L., the step down
subsidiary of the Company, which have been invoked by the respective
parties. The said dues being part of the CDR Scheme will be accounted
upon arriving at mutually agreed terms of settlement with the
respective parties as stated in note 38 of the financial statements.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") as amended 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 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 those
books;
c) the report of the Branch Auditor as required by clause (c) of
sub-section (3) of Section 228 have been forwarded to us and
appropriately dealt with in preparing the report;
d) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.
e) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 of the Companies Act, 1956;
f) on the basis of written representations received from the directors
as on 30 September 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 30 September 2014, from
being appointed as a director in terms of clause (g) of sub-section (1)
of Section 274 of the Companies Act, 1956.
(The Annexure referred to in para 1 under the heading "Report on Other
Legal and Regulatory Requirements" of our report of even date to the
Members of Wanbury Limited on the financial statements for the period
ended 30 September 2014)
1 In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the period as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informed that there was no material discrepancies
noticed on such verification which were accounted in the financial
statements.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed of substantial part of fixed
assets during the period and going concern status of the Company is not
affected.
2 In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the period except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company and stocks in transit.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3 In our opinion and according to the information and explanations
given to us, the Company has neither granted nor taken any loan,
secured or unsecured, to/from companies, firms or parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly, provisions of clause (iii) (b) (c), (d), (f) and (g) of
Paragraph 4 of the Order are not applicable to the Company.
4 In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business with regard to
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 control
system.
5 Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that needs to be entered into
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly provision of clause 4(v) (b) of the Order is not applicable
to the Company.
6 As the Company has not accepted or renewed any deposit from the
public, the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA of the Companies Act, 1956 and the
rules framed thereunder are not applicable. No order has been passed
by the Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal in this regard.
7 According to the information and explanations given to us and on the
basis of internal audit reports broadly reviewed by us, we are of the
opinion that the internal audit system commensurate with the size of
the Company and nature of its business.
8 We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under Section 209(1)(d) of the Act in
relation to products manufactured, and are of the opinion that, prima
facie, the prescribed accounts and records have been made and
maintained. We have not, made a detailed examination of the records.
9 According to the information and explanations given to us in respect
of statutory and other dues:
a) Except in some cases where there have been delays, the Company has
been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
with the appropriate authorities during the period. According to the
information and explanations given to us, no undisputed amounts payable
in respect of aforesaid dues were in arrears, as at 30 September 2014
for a period of more than six months from the date they became payable
except in respect of income tax deducted at source of Rs. 0.23 Lac,
profession tax of Rs. 4.09 Lacs, NMMC Cess of Rs. 7.20 Lacs, wealth tax of
Rs. 1.46 Lacs and statutory dues of erstwhile PPIL referred to in note 36
of the financial statements.
b) There were no unpaid disputed amounts in respect of Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess
during the period except as enumerated herein below which are pending
before respective authorities as mentioned there against :
Name of the Nature of the Dues Amount in Period to which amounts
Statute Rs. In Lacs* relate
The Income Tax Income Tax / TDS / 46.20 AY 1997-98
Act, 1961 Interest / Penalty 96.32 AY 2010-11
The Central Sales Sales Tax/Interest/ 19.95 FY 2002-03
Tax Act, 1956 Penalty
220.39 FY 2006-07
60.35 FY 2007-08
2,972.28 FY 1992-93 FY 1994-95
FY 1996-97
FY 1997-98 & 2000-01
to 2004-05
Service Tax under Service Tax/Interest/ 632.13 FY 2004-05 to
Finance Act, 1994 Penalty FY 2010-11
31.43 FY 2011-12
The Central ExciseExcise Duty 25.31 FY 2009-10 to
Act, 1944 FY 2010-11
2.97 Apr 2011 to Dec 2011
9.61 Apr 2005 to Sept 2007
21.07 Apr 2011 to Feb 2012
26.10 Mar 2013 to Dec 2013
Name of the Statute Forum where dispute is Pending
The Income Tax Act, 1961 Bombay High Court
Deputy Commissioner of Income
Tax, Mumbai
The Central Sales Tax Act, 1956 Sales Tax Appellate Tribunal
Andhra Pradesh
Sales Tax Appellate Tribunal
Visakhapatnam
Bombay High Court
Service Tax under Finance Act, 1994 Central, Excise and Service Tax
Appellate Tribunal, Mumbai
The Commissioner of Central
Excise (Appeals), Mumbai
The Central Excise Act, 1944 Central, Excise and Service Tax
Appellate Tribunal, Bangalore
Central, Excise and Service Tax
Appellate Tribunal, Bangalore
Central, Excise and Service Tax
Appellate Tribunal, Bangalore
The Commissioner of Central
Excise (Appeals), Guntur,
Andhra Pradesh
The Commissioner of Central
Excise (Appeals), Guntur, Andhra
Pradesh
*Net of amounts paid under protest or otherwise. Amount as per demand
order including interest and penalty wherever quantified.
10 The Company has accumulated losses exceeding fifty percent of the
net worth as at the period end and has not incurred cash losses in the
current financial period but has incurred cash losses in the
immediately preceding financial year.
11 Based on our audit procedures and on the basis of information and
explanations given to us, Non Convertible Debentures of Rs.152.67 Lacs
and Optionally Fully Convertible Debenture of Rs. 581.99 Lacs have
remained unpaid from due dates as referred to in note 10.1 and 10.2
respectively of the financial statements, pending fresh order of BIFR
(refer note 36 of the financial statements). There is a delay in
payment of principal amount to Foreign Currency Convertible
Bond-Holders aggregating to Rs. 457.67 Lacs of 890 days and interest of Rs.
46.25 Lacs of 1189 days. Term Loans of Rs. 68.02 Lacs taken by erstwhile
PPIL from banks /financial institutions have remained unpaid from due
dates as referred to in note 10.4 and 10.5 of the financial statements,
pending fresh order from BIFR (refer note 36 of the financial
statements). Further, except for delay in payment of principal
aggregating to Rs. 4,481.18 Lacs ranging from 1 to 179 days and interest
of Rs. 2,833.50 Lacs ranging from 1 to 149 days (out of which amount of
principal and interest aggregating to Rs. 3,695.36 Lacs and Rs. 2,270.71
Lacs respectively have been made good before the period end), there is
no delay in respect of term loans due to banks/financial institutions.
12 The Company has not granted any loans and advances on the basis of
the security by way of pledge of shares, debentures and other
securities.
13 In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
14 According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15 According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiaries, from
bank and financial institutions, and the terms and conditions thereof
are, prima facie, not prejudicial to the interest of the Company.
16 To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
17 According to the information and explanations given to us and on an
overall examination of the balance sheet and cash flow statement of the
Company, funds raised on short term basis have, prima facie, not been
used during the period for long term investment.
18 As per the terms of Master Restructuring Agreement dated 19
September 2011, during the period, the Company has made preferential
allotment of shares to party covered in the register maintained under
Section 301 of the Act. In our opinion, the price at which shares have
been issued is not, prima facie, prejudicial to the interest of the
Company.
19 The Company has not created security or charge in respect of the
debentures issued during the earlier years.
20 The Company has not raised any money by public issue during the
period.
21 To the best of our knowledge and belief and 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 Kapoor and Parekh Associates
Chartered Accountants
ICAI FRN 104803W
Nikhil Patel
Partner
Membership No. 37032
Mumbai, 26 November 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Wanbury
Limited ("the Company"), which comprise the Balance Sheet as at 31
March 2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). 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 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
judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
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
Attention is invited to:
a) Note 40 of the financial statements regarding investment in
subsidiaries and other company aggregating to Rs. 3,907.71 Lacs, advances
against equity pending allotment of Rs. 5,375.35 Lacs and Rs. 12,619.78
Lacs being amount recoverable as at the year end, for which no
provision has been considered necessary by the management forthe
reasons stated in the aforesaid note.
b) Note 37 of the financial statements regarding non provision for
shortfall; in recovery against trade receivables and loans & advances
given (impact unascertained), pending confirmation and reconciliation
of balances and our inability to comment thereon.
In respect of the above, we are unable to express an opinion as to
whether any provision for diminution in the value of aforesaid
investments and the non recoverability of aforesaid dues, is necessary,
and the consequential effect thereof on the loss forthe year and on the
assets, liabilities and reserves stated in the financial statements.
Our audit opinion on the financial statements has been qualified
accordingly.
Our audit opinion on the financial statements forthe year ended 31
March 2012 was also qualified accordingly. Qualified Opinion
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion 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 m iridia:
¦ (a) in the case of the Balance Sheet, of the state of affairs of tiie
Companyas at 31 March 2013;
(b) in the case of the Statement of Profit and Loss, of the loss forthe
year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows forthe
year ended on that date. Emphasis of Matter
We draw attention to the following notes to the financial statements:
1. Financial Statements are prepared on a "going concern" basis as
stated in note 57;
2. The Company has given guarantee in respect of Exim Bank''s
investments of USD 60 Lacs (Rs. 3,263.40 Lacs) in
Wanbury Holding B.V., a subsidiary of the Company, and State Bank of
India''s loan of Euro 32.60 Lacs (Rs. 2,267 Lacs) to Cantabria Pharma
S.L., the step down subsidiary of the Company, which have been invoked
by the respective parties. The said dues being part of the CDR Scheme
will be accounted upon arriving at mutually agreed terms of settlement
with the respective parties as stated in note 33; and
3. IDBI Bank vide its letter dated 4 August 2012 has invoked guarantee
of Wanbury Limited in respect of dues from Bravo Healthcare Limited of
Rs. 2,034.21 Lacs. The Company does not expect any liability as stated in
note 34 of the financial statements.
Our opinion is not qualified in respect of these matters. Report on
Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") as amended 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) ofthe Act, we reportthat:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary forthe 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 those
books and proper returns adequate forthe purposes of our audit have
been received from branch audited by the branch auditor; whose report
has been forwarded to us and has been dealt with by us in preparing
this report;
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account and the audited branch return:
d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 ofthe Companies Act, 1956;
e) on the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 ofthe Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
(The Annexure referred to in para 1 under the heading "Report on Other
Legal and Regulatory Requirements" of our report of even date to the
Members of Wanbury Limited on the financial statements for the year
ended 31 March 2013)
1 In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the year as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informedthatthere were no discrepancies noticed on
such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed of substantial part of fixed
assets during the year and going concern status of the Company is not
affected.
2 In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the year except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company and stocks in transit.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3 In our opinion and according to the information and explanations
given to us, the Company has neither granted nor taken any loan,
secured or unsecured, to/from companies, firms or parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly, provisions of clause (iii) (b), (c), (d), (f) and (g) of
Paragraph 4 of the Order are not applicable to the Company.
4 In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business with regard to
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 control
system.
5 Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that needs to be entered into
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly provision of clause 4(v) (b) of the Order is not applicable
to the Company.
6 As the Company has not accepted or renewed any depositfrom the
public, the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA of the Companies Act, 1956 and the
rules framed thereunder are not applicable. No order has been passed by
the Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal in this regard.
7 According to the information and explanations given to us and on the
basis of internal audit reports broadly reviewed by us, we are of the
opinion that the internal audit system commensurate with the size of
the Company and nature of its business.
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 maintained. However, we have not made
a detailed examination of the cost records with a view to determine
whetherthey are accurate or complete.
9 According to the information and explanations given to us in respect
of statutory and other dues:
a) Except in some cases where there have been delays, the Company has
been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund,
Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
with the appropriate authorities during the year. According to the
information and explanations given to us, no undisputed amounts payable
in respect of aforesaid dues were in arrears, as at 31 March 2013 for a
period of more than six months from the date they became payable except
in respect of income tax of Rs.15.16 Lacs, profession tax of Rs.3.50 Lacs,
provident fund of Rs. 0.22 Lacs, ESIC of Rs.0.15 Lacs, NMMC Cess of Rs. 5.81
Lacs, wealth tax of Rs. 1.60 Lacs and statutory dues of erstwhile PPIL
referred to in note 36 of the financial statements.
10.The Company does not have accumulated losses as at the end of the
financial year and has incurred cash losses during the current as well
as in the immediately preceding financial year.
11 Based on our audit procedures and on the basis of information.and
explanations given to us, Non Convertible Debentures of Rs.152.67 Lacs
and Optionally Fully Convertible Debenture of Rs. 581.99 Lacs have
remained unpaid as referred to in note 10.1 and 10,2 respectively of
the financial statements, pending fresh order of BIFR (refer note 36 of
the financial statements). There is a delay in payment of interest to
Foreign Currency Convertible Bond-Holders aggregating to Rs.36.94 Lacs
ranging from 91 to 275 days. Term Loans of Rs. 68.02 Lacs taken by
erstwhile PPIL from banks /financial institutions have remained unpaid
as referred to in note 10.4 and 10.5 of the financial statements,
pending fresh order from BIFR (refer note 36 of the financial
statements). Further, except for delay in payment of principal
aggregating to Rs.525.97 Lacs ranging from 3 to 182 days and interest of
Rs. 898.99Lacs ranging from 1 to 248 days, there is no delay in respect
of dues to banks/financial institutions.
12 The Company has not granted any loans and advances on the basis of
the security by way of pledge of shares, debenture and other
securities.
13 In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
14 According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, ¦ debentures
and other investments.
15 According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiaries and
other company, from bank and financial institutions, and the terms and
conditions thereof are, prima facie, not prejudicial to the interest of
the Company.
16 To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
17 According to the information and explanations given to us and on an
overall examination of the balance sheet and cash flow statement of the
Company, funds raised on short term basis have, prima facie, not been
used during the year for long term investment.
18 The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 ofthe Companies Act, 1956.
19 The Company has not created security or charge in respect ofthe
debentures issued during the earlier years.
20 The Company has not raised any money by public issue during the
year.
21 We have been informed that there has been fraud at one sales depot
of Rs.12.41 Lacs during the year under audit. The Company has made full
provision for the same and has initiated necessary actions including
filing of police complaint, in this regard.
For Kapoor & Parekh Associates
Chartered Accountants
ICAI FRN 104803W
Nikhil Patel Partner
Membership No. 37032
Mumbai, 30 May 2013
Mar 31, 2012
1 We have audited the attached Balance Sheet of WANBURY LIMITED as at
31 March 2012, the Statement of Profit & Loss and also the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2 We conducted our audit in accordance with 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 disclosure in the financial statements. 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.
3 As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(the Order), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4 Further to our comments in the Annexure referred to above we report
that:
i. We have obtained all the information and explanation, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
ii. In our opinion, proper books of account as required by the law
have been kept by the Company so far as appears from our examination of
these books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us. The Branch
Auditor's Report has been forwarded to us and have been appropriately
dealt with;
iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956;
v. On the basis of written representation received from the Directors
as on 31 March 2012 and taken on record by Board of Directors, we
report that none of the Directors is disqualified as on 31 March 2012
from being appointed as a director in terms of Section 274(1) (g) of
the Companies Act, 1956;
vi. Attention is invited to the following notes
(a) Note 37 of the financial statements regarding investment in
subsidiaries and other company aggregating to Rs. 3,907.71 Lacs, advances
against equity pending allotment of Rs. 5,348.35 Lacs andRs. 12,313 Lacs
being amount recoverable as at the year end for which no provision has
been considered necessary by the management for the reasons stated in
the aforesaid note.
(b) Note 34 of the financial statements regarding non provision for
shortfall in recovery against trade receivables and loans & advances
(impact unascertained), pending confirmation and reconciliation of
balances and our inability to comment thereon.
(c) Note 42 of the financial statements regarding excess managerial
remuneration ofRs. 19.37 Lacs is subject to the approval of the Central
Government for which application is being made.
In respect of (a) and (b) above, we are unable to express an opinion as
to whether any provision for diminution in the value of aforesaid
investments and the non recoverability of aforesaid dues, is necessary,
and the consequential effect thereof on the loss for the year and on
the assets, liabilities and reserves stated in the balance sheet. Had
the effect of (c) above been given, the loss for the year would have
been lower by Rs. 19.37 Lacs and assets and reserves would have been
higher by Rs. 19.37 Lacs.
vii. Subject to para (vi) above, in our opinion and to the best of our
information and according to the explanations given to us, the said
financial statements read with accounting policies and notes to the
accounts attached thereto, give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 March 2012;
(b) In the case of the Statement of Profit & Loss, of the loss 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.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in the paragraph 3 of our report of even date to the
Members of Wanbury Limited on the accounts for the year ended on 31
March 2012)
1. In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the year as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informed that there were no material discrepancies
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed of substantial part of fixed
assets during the year and going concern status of the Company is not
affected.
2. In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the year except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company and stocks in transit.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3. In our opinion and according to the information and explanations
given to us, the Company has neither granted nor taken any loan,
secured or unsecured, to/from companies, firms or parties covered in
the register maintained under section 301 of the Companies Act, 1956.
Accordingly, provisions of clause (iii) (b), (c), (d), (f) and (g) of
Paragraph 4 of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business with regard to
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 control
system.
5. Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that needs to be entered into
the register maintained under section 301 of the Companies Act, 1956.
Accordingly provision of clause 4(v) (b) of the Order is not applicable
to the Company.
6. As the Company has not accepted or renewed any deposit from the
public, the directives issued by the Reserve Bank of India and the
provisions of section 58A and 58AA of the Companies Act, 1956 and the
rules framed there under are not applicable. No order has been passed
by the Company Law Board or National Company Law Tribunal or Reserve
Bank of India or any Court or any other Tribunal in this regard.
7. According to the information and explanations given to us and on
the basis of internal audit reports broadly reviewed by us, we are of
the opinion that the internal audit system commensurate with the size
of the Company and nature of its business.
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 maintained. However, we have not made
a detailed examination of the cost records with a view to determine
whether they are accurate or complete.
9. According to the information and explanations given to us in
respect of statutory and other dues:
a) Except in some cases where there have been deCays, the Company has
been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund,
Employees' State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess and other material statutory dues with the
appropriate authorities during the year. According to the information
and explanations given to us, no undisputed amounts payable in respect
of aforesaid dues were in arrears, as at 31 March 2012 for a period of
more than six months from the date they became payable except in
respect of income tax. 173.52 Lacs, profession tax. of 3.29 Lacs and
statutory dues of erstwhile PPIL referred to in note 33 of the
financial statements.
b) There were no unpaid disputed amounts in respect of Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess
during the year except the Central Sales Tax of Rs. 19.95 Lacs relating
to the F.Y. 2002-03 which is pending before the Sales Tax Appellate
Tribunal, Andhra Pradesh.
10. The Company does not have accumulated losses as at the end of the
financial year and has incurred cash losses during the current as well
as in the immediately preceding financial year.
11. Based on our audit procedures and on the basis of information and
explanations given to us, Non convertibCe Debentures ofRs. 152.67 Lacs
and Optionally Fully Convertible Debentures of Rs. 581.99 Lacs have
remained unpaid as referred to in note 10.1 and 10.2 respectively of
the financial statements, pending fresh order of BIFR. (refer note 33
of the financial statements).There is delay in payment of interest to
Foreign Currency Convertible Bondholders aggregating to Rs. 64.79 Lacs
ranging from 91 to 275 days. Term loans ofRs. 68.02 Lacs taken by
erstwhile PPIL from banks/financial institutions have remained unpaid
as referred to in note 10.4 of the financial statements, pending fresh
order from BIFR. (refer note 33 of the financial statements).
Considering the effect of CDRScheme (refer note 35 of the financial
statements), except delay in payment of interest ofRs. 37.01 Lacs ranging
from 1 to 157 days, there is no delay in payment of dues to
banks/financial institutions.
12. The Company has not granted any loans and advances on the basis of
the security by way of pledge of shares, debenture and other
securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiary and
other company, from bank and financial institutions, and the terms and
conditions thereof are, prima facie, not prejudicial to the interest of
the Company.
16. To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, funds raised on short term basis have, prima facie, not
been used during the year for long term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. The Company has not created security or charge in respect of the
debentures issued during the earlier years.
20. The Company has not raised any money by public issue during the
year.
21. To the best of our knowledge and belief and 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 KAPOOR & PAREKH ASSOCIATES
Chartered Accountants
(ICAI FRN 104803W)
NIKHIL PATEL
Partner
Membership No. 37032
Mumbai, 28 May 2012
Mar 31, 2011
1 We have audited the attached Balance Sheet of WANBURY LIMITED as at
31st March, 2011, the Profit & Loss Account and also the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2 We conducted our audit in accordance with 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 disclosure in the financial statements. 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.
3 As required by the Companies (Auditor's Report) Order,2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(the Order), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4 Further to our comments in the Annexure referred to above we report
that:
i. We have obtained all the information and explanation, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
ii. In our opinion, proper books of account as required by the law have
been kept by the Company so far as appears from our examination of
these books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us. The Branch
Auditor's Report has been forwarded to us and have been appropriately
dealt with;
iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956;
v. On the basis of written representation received from the Directors
as on 31st March, 2011 and taken on record by Board of Directors, we
report that none of the Directors is disqualified as on 31st March,
2011 from being appointed as a director in terms of Section 274(1)(g)
of the Companies Act, 1956;
vi. Attention is invited to the following notes of'Schedule 18 .:
(a) Note No. 8 regarding investment in subsidiaries and other Company
aggregating to Rs.3907.71 Lac advances against equity pending allotment
of Rs.5,240.27 Lac and Rs.11,628.11 Lac being amount recoverable as at
the year end for which no provision has been considered necessary by
the management for the reasons stated in the afotesaid note.
(b) Note No. 16 regarding excess managerial remuneration of Rs. 63.45
Lac is subject to the approval of the Central Government for which
application is being made.
In respect of (a) above, we are unable to express an opinion as to
whether any provision for diminution in the value of aforesaid
investments and the non recoverability of aforesaid dues, is necessary,
and the consequential effect thereof on the loss for the year and on
the asset and reserves, stated in the balance sheet. Had the effect of
(b) above been given, the loss for the year would have been lower by
Rs.63.45 Lac and assets and reserves would have been higher by Rs.
63.45 Lac.
vii. Subject to Para (vi) above, in our opinion and to the best of our
information and according to the explanations given to us, the said
financial statements read with accounting policies and notes to the
accounts attached thereto, give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2011;
(b) In the case of the Profit & Loss Account, of the loss 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.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in the paragraph 3 of our report of even date to the
Members of Wanbury Limited on the accounts for the year ended on 31st
March, 2011)
1. In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the year as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informed that there were no material discrepancies
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed of substantial part of fixed
assets during the year and going concern status of the Company is not
affected.
2. In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the year except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company and stocks in transit.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3. In our opinion and according to the information and explanations
given to us, the Company has neither granted nor taken any loan,
secured or unsecured, to/from companies, firms or parties covered in
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly, provisions of clause (iii) (b) (c), (d), (f) and (g) of
Paragraph 4 of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business with regard to
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 control
system.
5. Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that needs to be entered into
the register maintained under Section 301 of the Companies Act, 1956.
Accordingly provision of clause 4(v) (b) of the Order is not applicable
to the Company.
6. As the Company has not accepted or renewed any deposit from the
public, the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA of the Companies Act, 1956 and the
rules framed thereunder are not applicable. No order has been passed by
the Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal in this regard.
7. According to the information and explanations given to us and on
the basis of internal audit reports broadly reviewed by us, we are of
the opinion that the internal audit system commensurate with the size
of the Company and nature of its business.
8. According to the information and explanations given to us and on
the basis of records produced before us, we are of the opinion that
prima facie, the prescribed accounts and records relating to the
products covered pursuant to the Order made by the Central Government
for the maintenance of cost records under Section 209(1) (d) of the
Companies Act, 1956 have been maintained. However, we have not made a
detailed examination of these records.
9. According to the information and explanations given to us in
respect of statutory and other dues:
a) Except in some cases where there have been delays, the Company has
been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
with the appropriate authorities during the year. According to the
information and explanations given to us, no undisputed amounts payable
in respect of aforesaid dues were in arrears, as at 31st March, 2011
for a period of more than six months from the date they became payable
except in respect of income tax of Rs.170.18 Lac, profession tax of
Rs.4.34 Lac and statutory dues of erstwhile PPIL referred to in note 3
of Schedule 18.
b) There were no unpaid disputed amounts in respect of Income Tax,
Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess
during the year except the Central Sales Tax of Rs.19.95 Lac relating
to the F.Y. 2002-03 which is pending before the Sales Tax Appellate
Tribunal, Andhra Pradesh.
10. The Company does not have accumulated losses as at the end of the
financial year and has incurred cash losses during the current
financial year. However, the Company has not incurred cash losses in
the immediately preceding financial year.
11. Based on our audit procedures and on the basis of information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders except the delay in repayment of principal
aggregating to Rs.2,769.61 Lac ranging from 1 to 151 days and interest
aggregating to Rs.1,214.36 Lac ranging from 1 to 182 days in respect of
dues to financial institutions and Rs.443.67 Lac dues to debenture
holders as referred to in Note .3 of Schedule 18 (also refer note 6 of
Schedule 18).
12. The Company has not granted any loans and advances on the basis of
the security by way of pledge of shares, debenture and other
securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/ society.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiaries and
other company, from bank and financial institutions, and the terms and
conditions thereof are, prima facie, not prejudicial to the interest of
the Company.
16. To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, funds raised on short term basis have, prima facie, not
been used during the year for long term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. The Company has not created security or charge in respect of the
debentures issued during the earlier years.
20. In respect of the money raised by public issue of Foreign Currency
Convertible Bonds during the earlier years, the management has
disclosed the end use of the money so raised in Note No. 7 of Schedule
18, which have been verified by us with the relevant records together
with the information and explanations given to us.
21. To the best of our knowledge and belief and 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 KAPOOR & PAREKH ASSOCIATES
(ICAI FRN 104803W)
Chartered Accountants
NIKHIL PATEL
Partner
Membership No.: 37032
Mumbai, 30th May, 2011
Mar 31, 2010
1 We have audited the attached Balance Sheet of WANBURY LIMITED as at
31st March, 2010, the Profit & Loss Account and also the Cash Flow
Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2 We conducted our audit in accordance with 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 disclosure in the financial statements. 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.
3 As required by the Companies (AuditorÃs Report) Order, 2003, as
amended by the Companies (AuditorÃs Report) (Amendment) Order, 2004
(the Order), issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4 Further to our comments in the Annexure referred to above we report
that:
i. We have obtained all the information and explanation, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
ii. In our opinion, proper books of account as required by the law have
been kept by the Company so far as appears from our examination of
these books and proper returns adequate for the purposes of our audit
have been received from branches not visited by us. The Branch
AuditorÃs Report has been forwarded to us and have been appropriately
dealt with;
iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in Section 211(3C) of the Companies Act, 1956;
v. On the basis of written representation received from the Directors
as on 31st March, 2010 and taken on record by Board of Directors, we
report that none of the Directors is disqualified as on 31st March,
2010 from being appointed as a director in terms of Section 274(1) (g)
of the Companies Act, 1956;
vi. The Company has investment in subsidiaries and other company
aggregating to Rs.3,907.71 Lacs, advances against equity pending
allotment of Rs. 4,957.87 Lacs and Rs.7,027.96 Lacs being amount
recoverable as at the year end for which no provision has been
considered necessary by the management for the reasons stated in Note
No.7 of Schedule 18.
We are unable to express an opinion as to whether any provision for
diminution in the value of aforesaid investments and the recoverability
of aforesaid dues, is necessary, and the consequential effect thereof
on the profit for the year and on the assets, liabilities and reserves,
stated in the balance sheet.
vii. Subject to para (vi), in our opinion and to the best of our
information and according to the explanations given to us, the said
financial statements read with accounting policies and notes to the
accounts attached thereto, give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India :
(a) In the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2010;
(b) In the case of the Profit & Loss Account, of the profit for the
year ended on that date; and
(c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORSÃ REPORT Referred to in the paragraph 3 of
our report of even date to the Members of Wanbury Limited on the
accounts for the period ended on 31st March, 2010).
1. In respect of its fixed assets:
a) The Company has generally maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
b) The fixed assets have been physically verified by the management
during the year as per the phased programme which, in our opinion, is
reasonable having regard to the size of the Company and the nature of
its assets. We are informed that there were no material discrepancies
noticed on such verification.
c) In our opinion and according to the information and explanations
given to us, the Company has not disposed of substantial part of fixed
assets during the year and going concern status of the Company is not
affected.
2. In respect of inventories:
a) As explained to us, the inventories were physically verified by the
management at reasonable intervals during the year except for stocks
with third parties for which most of the confirmation certificates have
been obtained by the Company and stocks in transit.
b) In our opinion and according to the information and explanations
given 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) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and the discrepancies noticed on such physical verification
between physical stock and book records have been adequately dealt with
in the books of account.
3. In our opinion and according to the information and explanations
given to us, the Company has neither granted nor taken any loan,
secured or unsecured, to/from companies, firms or parties covered in
the register maintained under section 301 of the Companies Act, 1956.
Accordingly, provisions of clause (iii) (b) (c), (d), (f) and (g) of
Paragraph 4 of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and nature of its business with regard to
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 control
system.
5. Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that there are no transactions that need to be entered into the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly provision of clause 4(v) (b) of the Order is not applicable
to the Company.
6. As the Company has not accepted or renewed any deposit from the
public, the directives issued by the Reserve Bank of India and the
provisions of section 58A and 58AA of the Companies Act, 1956 and the
rules framed thereunder are not applicable. No order has been passed by
the Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal in this regard.
7. According to the information and explanations given to us and on
the basis of internal audit reports broadly reviewed by us, we are of
the opinion that the internal audit system commensurate with the size
of the Company and nature of its business.
8. According to the information and explanations given to us and on
the basis of records produced before us, we are of the opinion that
prima facie, the prescribed accounts and records relating to the
products covered pursuant to the Order made by the Central Government
for the maintenance of cost records under Section 209(1) (d) of the
Companies Act, 1956 have been maintained. However, we have not made a
detailed examination of these records.
9. According to the information and explanations given to us in
respect of statutory and other dues:
a) Except in some cases where there have been delays, the Company has
been generally regular in depositing undisputed statutory dues,
including Provident Fund, Investor Education and Protection Fund,
Employeesà State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
with the appropriate authorities during the year. According to the
information and explanations given to us, no undisputed amounts payable
in respect of aforesaid dues were in arrears, as at 31st March, 2010
for a period of more than six months from the date they became payable
except in respect of income tax Rs. 8.19 Lacs, profession tax of
Rs.1.80 Lacs and statutory dues of erstwhile PPIL referred to in Note
3 of Schedule 18. b) There were no unpaid disputed amounts in respect
of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty and Cess during the year except the Central Sales Tax of Rs.19.95
Lacs (Pr.Yr.Rs 19.95 Lacs) relating to the F.Y. 2002- 03 which is
pending before the Sales Tax Appellate Tribunal, Andhra Pradesh.
10. The Company has no accumulated losses as at the end of the
financial year and has not incurred cash losses during the current
financial year and in the immediately preceding financial year.
11. Based on our audit procedures and on the basis of information and
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institutions, banks and
debenture holders except Rs. 55.67 Lacs due to debentures referred to
in Note 3 of Schedule 18.
12. The Company has not granted any loans and advances on the basis of
the security by way of pledge of shares, debenture and other
securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund or a nidhi/mutual benefit
fund/society.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has given guarantees for loans taken by the subsidiaries and
other company, from bank and financial institutions, and the terms and
conditions thereof are, prima facie, not prejudicial to the interest of
the Company.
16. To the best of our knowledge and belief and according to the
information and explanations given to us, the term loans taken by the
Company were, prima facie, applied for the purposes for which they were
obtained.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet and cash flow statement of
the Company, funds raised on short term basis have, prima facie, not
been used during the year for long term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Companies Act, 1956.
19. The Company has not created security or charge in respect of the
debentures issued during the earlier years.
20. In respect of the money raised by public issue of Foreign Currency
Convertible Bonds during the earlier years, the management has
disclosed the end use of the money so raised in Note No. 6 of Schedule
18, which have been verified by us with the relevant records together
with the information and explanations given to us.
21. To the best of our knowledge and belief and 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 except as
mentioned in Note No.8 of Schedule 18.
For KAPOOR & PAREKH ASSOCIATES
(ICAI FRN 104803W)
Chartered Accountants
NIKHIL PATEL
Partner
Membership No.: 37032
Mumbai, 28th May, 2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article