Mar 31, 2023
To the Members of Zydus Wellness Limited Basis for Opinion
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Zydus Wellness Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (âSAsâ) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the standalone 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. No. |
Key Audit Matter |
Auditor''s Response |
1 |
Assessment of impairment of Goodwill amounting to |
Principal Audit Procedures |
'' 2,282 Lakhs (Refer Note No. 3 of the Standalone |
Procedures performed by us have been enumerated herein |
|
Financial Statements) |
below: |
|
The Companyâs evaluation of goodwill for impairment testing, |
⢠Assessed the appropriateness of the accounting |
|
involves the comparison of its recoverable amount to its |
policies in respect of impairment by comparing with the |
|
carrying amount as at March 31, 2023. The Company has carrying value of goodwill amounting to '' 2,282 Lakhs in its |
applicable accounting standards. |
|
standalone financial statements relating to Consumer Health |
⢠Evaluated the design, tested the implementation and |
|
& Wellness Cash Generating Units (âCGUâsâ). This is subject |
operating effectiveness of the internal controls over |
|
to test of impairment by the management in accordance with |
impairment assessment process, including those over |
|
the applicable accounting standards. |
the forecast of future revenues, operating margins, growth rate and terminal values, external market |
|
The recoverable amount is determined based on value in |
conditions and the selection of the appropriate discount |
|
use, which represents the present value of the estimated |
rate. Gained an understanding and assessed the |
|
future cash flows expected to arise from the use of the asset |
reasonableness of business plans by comparing them |
|
company comprising each cash generating unit or group of cash generating units. There is a risk that the goodwill will be impaired if these cash flows do not meet the companyâs expectations. |
to prior yearâs assumptions; ⢠Tested the reasonableness of the key business projections and valuation assumptions carried out by the management / independent valuer in determining |
|
In addition to significance of the amounts involved, |
the fair value of the CGU, discount rate, revenue growth |
|
managementâs assessment process is complex as it involves |
rate, EBITDA growth rate, terminal growth rate used in |
|
significant judgement in determining the assumptions to be used to estimate the forecasted cash flows, principally relating |
computing the fair value of the components. |
|
to long-term revenue growth rates, terminal values, margins, |
⢠Performed retrospective review of projections by |
|
external market conditions and the discount rate used. Considering the materiality of amounts involved together with |
comparison with historical performance, inquiries with management and forecast trends in the industry. |
|
the inherent subjectivity related to principal assumptions, |
Considered sensitivity to reasonable possibility of changes in |
|
which are dependent on current and future economic factors |
the key assumptions and inputs to ascertain whether these |
|
and trading conditions varying for different economic and geographical territories, assessment of carrying value of goodwill is considered to be complex and determined to be a key audit matter in our current period audit. |
possible changes have a material effect on the fair value. |
Information other than the Standalone Financial Statements
and Auditor''s Report thereon
⢠The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility and Sustainability Report, Corporate Governance Report and Directorsâ Report, but does not include the standalone financial statements and our audit reports thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do 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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠I f, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 statement 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 is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.
Auditor''s Responsibilities for the 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 auditorâs 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 judgment and maintain professional skepticism throughout the audit. We also:
a) 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.
b) 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) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
d) Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evi dence obtained up to the d ate of our auditorâs report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditorâs Report) Order, 2020 ("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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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, so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow
Statement and 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.
e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
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 of pending litigations as at March 31, 2023 on its financial position in its standalone financial statements.;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There 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 its knowledge and belief, 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 ("Intermediaries"), 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) Th e m anagem ent h as represented that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, including foreign entities ("Funding Parties"), 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 ("Ultimate Beneficiaries") 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 given under (a) and (b) above, contain any material misstatement.
v. The dividend proposed in the previous year, declared and paid during the year by the company is in compliance with section 123 of the Companies Act, 2013.
The Board of Directors of the Company has proposed dividend for the year which is subject to the approval of the members in the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Companies Act, 2013.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
For MUKESH M. SHAH & CO.,
Chartered Accountants Firm Registration No.: 106625W
Mukesh M. Shah
Partner
Place: Ahmedabad Membership No.: 030190
Date: May 17 2023 UDIN: 23030190BGYYFM4093
Mar 31, 2022
To the Members of Zydus Wellness Limited
Report on the Audit of the Standalone FinancialStatementsOpinion
We have audited the accompanying standalone financial statements of Zydus Wellness Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including other comprehensive income), the Statement of cash flows and the Statement of changes in Equity for the year then ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit, total comprehensive income, cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the Standalone financial statements in accordance with the Standards on Auditing (âSAsâ) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone 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 Standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. No. |
Key Audit Matter |
Auditorâs Response |
1 |
Assessment of impairment of Goodwill amounting to |
Principal Audit Procedures |
'' 2,282 Lakhs (Refer Note No. 3 of the Standalone Financial Statements) The Companyâs evaluation of goodwill for impairment |
Procedures performed by us have been enumerated herein below: |
|
testing, involves the comparison of its recoverable amount |
⢠Assessed the appropriateness of the accounting |
|
to its carrying amount as at March 31, 2022. The Company |
policies in respect of impairment by comparing |
|
has carrying value of goodwill amounting to '' 2,282 Lakhs |
with the applicable accounting standards. |
|
in its standalone financial statements relating to Consumer Health & Wellness Cash Generating Units ("CGUâs"). This is subject to test of impairment by the management in accordance with the applicable accounting standards. The recoverable amount is determined based on value in use, which represents the present value of the estimated future cash flows expected to arise from the use of the asset company comprising each cash generating unit or group of cash generating units. There is a risk that the goodwill will be impaired if these cash flows do not meet |
⢠Evaluated the design, tested the implementation and operating effectiveness of the internal controls over impairment assessment process, including those over the forecast of future revenues, operating margins, growth rate and terminal values, external market conditions and the selection of the appropriate discount rate. Gained an understanding and assessed the reasonableness of business plans by comparing them to prior yearâs assumptions; |
|
the companyâs expectations. |
⢠Tested the reasonableness of the key business |
|
In addition to significance of the amounts involved, |
projections and valuation assumptions carried |
|
managementâs assessment process is complex as |
out by the management / independent valuer in |
|
it involves significant judgement in determining the |
determining the fair value of the CGU, discount |
|
assumptions to be used to estimate the forecasted cash |
rate, revenue growth rate, EBITDA growth rate, |
|
flows, principally relating to long-term revenue growth |
terminal growth rate used in computing the fair |
|
rates, terminal values, margins, external market conditions |
value of the components. |
|
and the discount rate used. Considering the materiality of amounts involved together with the inherent subjectivity related to principal assumptions, which are dependent on current and future economic factors and trading conditions varying |
⢠Performed retrospective review of projections by comparison with historical performance, inquiries with management and forecast trends in the industry. |
|
for different economic and geographical territories, |
Considered sensitivity to reasonable possibility of |
|
assessment of carrying value of goodwill is considered to |
changes in the key assumptions and inputs to ascertain |
|
be complex and determined to be a key audit matter in our |
whether these possible changes have a material effect |
|
current period audit. |
on the fair value. |
Information other than the Standalone FinancialStatements and Auditorâs Report thereon
⢠The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility Report, Corporate Governance Report and Directorsâ Report, but does not include the standalone financial statements and our audit reports thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do 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 and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠I f, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Managementâs Responsibility for the Standalone financial statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted
in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement 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 is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.
Auditorâs Responsibilities for the 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 auditorâs 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 judgment and maintain professional skepticism throughout the audit. We also:
a) I dentify 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.
b) 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) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
d) Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures i n the Standalone financi al statem ents 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 Standalone financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditorâs Report) Order, 2020 ("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" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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, so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and 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.
e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
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 of pending litigations as at March 31, 2022 on its financial position in its Standalone financial statements.;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
i v. (a) The m anagem ent has represented that, to the best of its knowledge and belief, 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 ("Intermediaries"), 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The m anagem ent has represented that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, including foreign entities ("Funding Parties"), 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 ("Ultimate Beneficiaries") 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 given under (a) and (b) above, contain any material misstatement.
v. The dividend proposed in the previous year, declared and paid during the year by the company is in compliance with section 123 of the Companies Act, 2013.
The Board of Directors of the Company has proposed dividend for the year which is subject to the approval of the members in the ensuing Annual General Meeting. The dividend proposed is in accordance with the accordance with section 123 of the Companies Act, 2013.
For Mukesh M. Shah & Co., Chartered Accountants Firm Registration No.: 106625W
Mukesh M. Shah
Partner
Place : Ahmedabad Membership No.: 030190
Date : May 17, 2022 UDIN:22030190AJCDNQ6651
Mar 31, 2019
Report on the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Zydus Wellness Limited (âthe Companyâ), which comprises of the balance sheet as at March 31, 2019, and the statement of Profit and Loss (including other comprehensive income), and the statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, 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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorsâ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, 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. We have determined that there are no key audit matters to be communticated in our report.
Information other than the Standalone Financial Statements and Auditorâs Report thereon
The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boardâs Report including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the standalone financial statements and our auditorâs report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do 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 and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with Governance for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.
Auditorsâ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs 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 financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or 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)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs 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.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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 standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs 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 (Auditorsâ Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 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, 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 Indian Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2019 from being appointed as a director in terms of section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
g. With respect to the other matters to be included in the Auditorsâ 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, wherever necessary, of pending litigations on its financial position in its financial statements - Refer Note 28 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b. The Company has a regular program of physical verification of its fixed assets. In accordance with this program, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable intervals. No material discrepancies were noticed on such verification.
(iii) As informed to us, the Company has granted unsecured loans to its subsidiary company which is covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ).
a. In our opinion, the terms and conditions of the grant of such loans are not prejudicial to the companyâs interest.
b. There is an agreed upon repayment schedule of the loan given to the subsidiary. However, as on the balance sheet date the repayment schedule of the loan has not fallen due and hence, reporting under captioned sub clause is not applicable.
c. There is no outstanding balance of principal and interest which is overdue for more than 90 days, hence, reporting under this clause is not applicable.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has prescribed maintenance of cost records under section 148(1) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.
(vii) (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Service Tax and any other statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues including Provident Fund, Employeesâ State Insurance, Income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess, Goods and Service Tax and other statutory dues applicable to it were in arrears as at the balance sheet date for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and records of the company examined by us, the following dues of Income Tax and Sales Tax as at March 31, 2019 which have not been deposited by the Company on account of any disputes.
Rs. in Lakh
Financial period to which it relates |
Act |
Nature of Dues |
Forum where dispute is pending |
Amount |
2003-04 |
APVAT Act, 2005 |
Sales Tax |
High Court of Andhra Pradesh |
1.70 |
2004-05 |
APVAT Act, 2005 |
Sales Tax |
High Court of Andhra Pradesh |
2.77 |
2009-10 |
APVAT Act, 2005 |
Sales Tax |
The Appellate Dy. Commissioner |
9.32 |
2009-10 |
APVAT Act, 2005 |
Sales Tax |
The Appellate Dy. Commissioner |
19.40 |
2010-11 |
APVAT Act, 2005 |
Sales Tax |
The Appellate Dy. Commissioner |
20.19 |
2011-12 |
APVAT Act, 2005 |
Sales Tax |
High Court of Andhra Pradesh |
1.44 |
2012-13 |
UPVAT Act, 2008 |
Sales Tax |
Dy. Commissioner of Commercial Tax |
0.73 |
2009-10 |
KVAT Act, 2003 |
Sales Tax |
Dy. Commissioner (Appeals) |
12.31 |
2009-10 |
MVAT Act, 2005 |
Sales Tax |
Joint Commissioner (Appeals) |
341.40 |
2010-11 |
MVAT Act, 2005 |
Sales Tax |
Joint Commissioner (Appeals) |
262.00 |
2015-16 |
Income Tax Act, 1961 |
Disallowance u/s 14A |
Commissioner of Income Tax (Appeal) |
20.01 |
2010-11 |
Income Tax Act, 1961 |
Disallowance of Additional Depreciation claimed |
Commissioner of Income Tax (Appeal) |
0.99 |
(viii) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of loans to bank and debenture holders.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records, the Company has made preferential allotment of equity shares to its holding company i.e. Cadila Healthcare Limited on private placement basis. The Company has also made preferential allotment of equity shares on private placement basis to three subscribers as given in the table below.
Name of the subscriber for private placement
Threpsi Care LLP
Pioneer Investment Fund
Zydus Family Trust
During the year under audit, the Company has also issued non-convertible debenture to following parties given in the table below.
Name of the allottees of non-convertible debentures
Axis Short Term Fund
UTI - Hybrid Equity Fund
UTI - Retirement Benefit Pension Fund
UTI - Credit Risk Fund
ICICI Prudential Short-Term Plan
ICICI Prudential Equity & Debt Fund
ICICI Prudential Balanced Advantage Fund
ICICI Prudential Savings Fund
ICICI Prudential Floating Interest Fund
ICICI Prudential Fixed Maturity Plan Series
UTI - CCF-Saving Plan
UTI - Unit Linked Insurance Plan
UTI - Medium Term Fund
Also, as per the information and explanation given to us and based on our further examination of the records, the amount so raised have been used for the purpose for which the funds were raised.
(viii) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
(ix) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Zydus Wellness Limited (âthe Companyâ) as of March 31, 2019 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 Act.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone 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 March 31, 2019, 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, Dhirubhai Shah & Co LLP
Chartered Accountants
Firm Registration Number: 102511W/W100298
Harish B Patel
Place: Ahmedabad Partner
Date: May 28, 2019 Membership number: 014427
Mar 31, 2017
To the Members of Zydus Wellness Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Zydus Wellness Limited (''the Company''), which comprise the balance sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), and the Statement of Cash flows and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS financial statements").
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 ("the Act") 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 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) 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 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 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 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 accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at March 31, 2017, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 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, 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164(2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 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 of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 27 to the standalone Ind AS financial statements;
ii. The company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company;
iv. The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016 and the same are in accordance with the books of accounts maintained by the company.
The Annexure referred to in independent Auditors'' Report to the members of the Company on the standalone ind AS financial statements for the year ended March 31, 2017, we report that:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets. In accordance with this program, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory has been physically verified at reasonable intervals. No material discrepancies were noticed on such verification.
iii. The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act''), and therefore, the provisions of clauses (iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 of the Act, with respect to the loans and investments made.
v. The Company has not accepted any deposits from the public.
vi. The Central Government has prescribed maintenance of cost records under section 148(1) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.
vii. (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, value added tax, duty of customs, service tax, cess and other statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, value added tax, custom duty, service tax, excise were in arrears, as at March 31, 2017 for a period of more than six months from the date they become payable.
(b) According to the information and explanations given to us, the particulars of dues of Sales Tax as at March 31, 2017, which have not been deposited on account of any dispute, are as follows:
Financial period to which it relates |
Act |
Nature of Dues |
Forum where dispute is pending |
Amount (INR-Lakhs) |
2003-04 |
APVAT Act, 2005 |
Sales tax |
High Court of Andhra Pradesh |
1.70 |
2004-05 |
APVAT Act, 2005 |
Sales tax |
High Court of Andhra Pradesh |
2.77 |
2009-10 |
APVAT Act, 2005 |
Sales tax |
The Appellete Dy. Commissioner |
9.32 |
2009-10 |
APVAT Act, 2005 |
Sales tax |
The Appellete Dy. Commissioner |
19.40 |
2010-11 |
APVAT Act, 2005 |
Sales tax |
The Appellete Dy. Commissioner |
20.19 |
2011-12 |
APVAT Act, 2005 |
Sales tax |
High Court of Andhra Pradesh |
1.44 |
2012-13 |
UPVAT Act, 2008 |
Sales tax |
Dy. Commissioner of Commercial Tax |
0.73 |
2009-10 |
KVAT Act, 2003 |
Sales tax |
Dy. Commissioner (Appeals) |
12.31 |
2009-10 |
MVAT Act, 2005 |
Sales tax |
Joint Commissioner (Appeals) |
341.40 |
2010-11 |
MVAT Act, 2005 |
Sales tax |
Joint Commissioner (Appeals) |
261.21 |
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans to bank. The company has not borrowed or raised any money from debenture holders.
ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with the directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Report on the internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Zydus Wellness Limited ("the Companyâ) as of March 31, 2017 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 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 (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DHIRuBHAI SHAH & DoSHi
Chartered Accountants
Firm''s Registration Number: 102511W
kaushik shah
Ahmedabad Partner
May 27, 2017 Membership number: 016502
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company''), which comprise the balance
sheet as at 31 March 2016, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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,
a statement on the matters specified in the paragraph 3 and 4 of the
order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid 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;
(e) 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;
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; 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 of pending litigations on its
financial position in its financial statements  Refer Note 18 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in Independent Auditors'' Report to the members
of the Company on the standalone financial statements for the year
ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets. In accordance with this program, fixed assets were
verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and
the nature of its assets.
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable
intervals. No material discrepancies were noticed on such verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies
Act, 2013 (''the Act''), and therefore, the provisions of clauses
(iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the
Company.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales tax, value
added tax, duty of customs, service tax, cess and other material
statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and
other material statutory dues were in arrears as at 31 March 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax, sales tax, duty of excise, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Financial
period Act Nature Forum where Amount
to which
it of dispute is (Rs. In
relates Dues pending Lacs)
2012-13 Income Tax Act, Income Tax CIT Appeals 66.2
1961
2003-04 to APVAT Act, 2005 Sales tax High Court of
Andhra Pradesh 65.03
2012-13
2009-10 KVAT Act, 2003 Sales tax Dy. Commissioner
(Appeals) 12.31
2009-10 MVAT Act, 2005 Sales tax Joint
Commissioner
(Appeals) 341.4
2010-11 " " Specified Officer
of SEZ 261.21
(viii) The Company does not have any loans or borrowings from any
financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not
applicable.
(ix) The Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3 (ix) of the Order is not
applicable.
(x) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based
on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph
3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi) The Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :May 12, 2016 Membership Number : 016502
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company''), which comprise the balance
sheet as at 31 March 2016, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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,
a statement on the matters specified in the paragraph 3 and 4 of the
order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid 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;
(e) 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;
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; 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 of pending litigations on its
financial position in its financial statements  Refer Note 18 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in Independent Auditors'' Report to the members
of the Company on the standalone financial statements for the year
ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets. In accordance with this program, fixed assets were
verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and
the nature of its assets.
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable
intervals. No material discrepancies were noticed on such verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies
Act, 2013 (''the Act''), and therefore, the provisions of clauses
(iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the
Company.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales tax, value
added tax, duty of customs, service tax, cess and other material
statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and
other material statutory dues were in arrears as at 31 March 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax, sales tax, duty of excise, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Financial
period Act Nature Forum where Amount
to which
it of dispute is (Rs. In
relates Dues pending Lacs)
2012-13 Income Tax Act, Income Tax CIT Appeals 66.2
1961
2003-04 to APVAT Act, 2005 Sales tax High Court of
Andhra Pradesh 65.03
2012-13
2009-10 KVAT Act, 2003 Sales tax Dy. Commissioner
(Appeals) 12.31
2009-10 MVAT Act, 2005 Sales tax Joint
Commissioner
(Appeals) 341.4
2010-11 " " Specified Officer
of SEZ 261.21
(viii) The Company does not have any loans or borrowings from any
financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not
applicable.
(ix) The Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3 (ix) of the Order is not
applicable.
(x) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based
on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph
3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi) The Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :May 12, 2016 Membership Number : 016502
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company''), which comprise the balance
sheet as at 31 March 2016, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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,
a statement on the matters specified in the paragraph 3 and 4 of the
order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid 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;
(e) 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;
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; 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 of pending litigations on its
financial position in its financial statements  Refer Note 18 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in Independent Auditors'' Report to the members
of the Company on the standalone financial statements for the year
ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets. In accordance with this program, fixed assets were
verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and
the nature of its assets.
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable
intervals. No material discrepancies were noticed on such verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies
Act, 2013 (''the Act''), and therefore, the provisions of clauses
(iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the
Company.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales tax, value
added tax, duty of customs, service tax, cess and other material
statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and
other material statutory dues were in arrears as at 31 March 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax, sales tax, duty of excise, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Financial
period Act Nature Forum where Amount
to which
it of dispute is (Rs. In
relates Dues pending Lacs)
2012-13 Income Tax Act, Income Tax CIT Appeals 66.2
1961
2003-04 to APVAT Act, 2005 Sales tax High Court of
Andhra Pradesh 65.03
2012-13
2009-10 KVAT Act, 2003 Sales tax Dy. Commissioner
(Appeals) 12.31
2009-10 MVAT Act, 2005 Sales tax Joint
Commissioner
(Appeals) 341.4
2010-11 " " Specified Officer
of SEZ 261.21
(viii) The Company does not have any loans or borrowings from any
financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not
applicable.
(ix) The Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3 (ix) of the Order is not
applicable.
(x) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based
on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph
3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi) The Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :May 12, 2016 Membership Number : 016502
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company''), which comprise the balance
sheet as at 31 March 2016, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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,
a statement on the matters specified in the paragraph 3 and 4 of the
order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid 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;
(e) 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;
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; 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 of pending litigations on its
financial position in its financial statements  Refer Note 18 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in Independent Auditors'' Report to the members
of the Company on the standalone financial statements for the year
ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets. In accordance with this program, fixed assets were
verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and
the nature of its assets.
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable
intervals. No material discrepancies were noticed on such verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies
Act, 2013 (''the Act''), and therefore, the provisions of clauses
(iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the
Company.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales tax, value
added tax, duty of customs, service tax, cess and other material
statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and
other material statutory dues were in arrears as at 31 March 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax, sales tax, duty of excise, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Financial
period Act Nature Forum where Amount
to which
it of dispute is (Rs. In
relates Dues pending Lacs)
2012-13 Income Tax Act, Income Tax CIT Appeals 66.2
1961
2003-04 to APVAT Act, 2005 Sales tax High Court of
Andhra Pradesh 65.03
2012-13
2009-10 KVAT Act, 2003 Sales tax Dy. Commissioner
(Appeals) 12.31
2009-10 MVAT Act, 2005 Sales tax Joint
Commissioner
(Appeals) 341.4
2010-11 " " Specified Officer
of SEZ 261.21
(viii) The Company does not have any loans or borrowings from any
financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not
applicable.
(ix) The Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3 (ix) of the Order is not
applicable.
(x) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based
on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph
3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi) The Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :May 12, 2016 Membership Number : 016502
Mar 31, 2016
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company''), which comprise the balance
sheet as at 31 March 2016, the statement of profit and loss and the
cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the 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 profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("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,
a statement on the matters specified in the paragraph 3 and 4 of the
order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;
(c) The balance sheet, the statement of profit and loss and the cash
flow statement dealt with by this Report are in agreement with the
books of account;
(d) In our opinion, the aforesaid 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;
(e) 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;
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; 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 of pending litigations on its
financial position in its financial statements  Refer Note 18 to the
financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
The Annexure referred to in Independent Auditors'' Report to the members
of the Company on the standalone financial statements for the year
ended 31 March 2016, we report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular program of physical verification of its
fixed assets. In accordance with this program, fixed assets were
verified during the year and no material discrepancies were noticed on
such verification. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and
the nature of its assets.
(c) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, the title
deeds of immovable properties are held in the name of the Company.
(ii) The inventory has been physically verified at reasonable
intervals. No material discrepancies were noticed on such verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies
Act, 2013 (''the Act''), and therefore, the provisions of clauses
(iii)(a), (iii)(b) & (iii)(c) of the Order are not applicable to the
Company.
(iv) 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 Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales tax, value
added tax, duty of customs, service tax, cess and other material
statutory dues have been regularly deposited during the year by the
Company with the appropriate authorities.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, value added tax, duty of customs, service tax, cess and
other material statutory dues were in arrears as at 31 March 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of duty of customs which have not been deposited
with the appropriate authorities on account of any dispute. However,
according to information and explanations given to us, the following
dues of income tax, sales tax, duty of excise, service tax and value
added tax have not been deposited by the Company on account of
disputes:
Financial
period Act Nature Forum where Amount
to which
it of dispute is (Rs. In
relates Dues pending Lacs)
2012-13 Income Tax Act, Income Tax CIT Appeals 66.2
1961
2003-04 to APVAT Act, 2005 Sales tax High Court of
Andhra Pradesh 65.03
2012-13
2009-10 KVAT Act, 2003 Sales tax Dy. Commissioner
(Appeals) 12.31
2009-10 MVAT Act, 2005 Sales tax Joint
Commissioner
(Appeals) 341.4
2010-11 " " Specified Officer
of SEZ 261.21
(viii) The Company does not have any loans or borrowings from any
financial institution, banks, government or debenture holders during
the year. Accordingly, paragraph 3(viii) of the Order is not
applicable.
(ix) The Company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term loans
during the year. Accordingly, paragraph 3 (ix) of the Order is not
applicable.
(x) According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based
on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii) In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph
3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi) The Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :May 12, 2016 Membership Number : 016502
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Zydus Wellness Limited (''the Company'') which comprise the Balance Sheet
as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended and a summary of 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 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 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
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial 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 31st March, 2015, and its profits and its cash flows for the year
ended on that date.
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.
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
purpose of our audit.
b. In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c. The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d. In our opinion, the aforesaid 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.
e. On the basis of written representations received from the directors
as on 31st March, 2015 and taken on record by the Board of Directors,
none of the directors are disqualified as on 31st March, 2015, from
being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 18 to the
financial statements.
ii. The company did not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
Company.
(i) (a) The company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the management at reasonable intervals. In our opinion, the
programme of verification is reasonable having regard to the size of
the company and the nature of its assets. We have been informed that no
material discrepancies were noticed on such verification.
(ii) (a) As explained to us, the inventories have been physically
verified during the year by the management.
In our opinion, the frequency of verification is reasonable.
(b) As explained 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) On the basis of our examination of the inventory records, we are of
the opinion that, the company is maintaining proper records of
inventory. No Discrepancy was noticed on verification between physical
inventory and inventory as per book records.
(iii) The Company has not granted any loans secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Act, and therefore, the provisions of clauses
(iii)(a) & (iii)(b) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods and services. During the course of our
audit, we have not observed any continuing failure to correct major
weakness in internal controls.
(v) According to the information and explanation given to us, the
Company has not accepted deposits during the financial year under audit
and hence said clause would not be applicable.
(vi) The Central Government has prescribed maintenance of cost records
under section 148(1) of the Act. We have broadly reviewed the accounts
and records of the Company in this connection and are of the opinion,
that prima facie, the prescribed accounts and records have been made
and maintained. We have not, however, carried out a detailed
examination of the same.
(vii) (a) The Company is regular in depositing undisputed statutory
dues including provident fund, employees'' state insurance, income tax,
sales tax, service tax, duty of customs, duty of excise, value added
tax, cess and any other statutory dues with the appropriate
authorities. According to the information and explanations given to us,
no undisputed amounts payable in respect of income tax, sales tax,
wealth tax, service tax, custom duty and excise duty were in arrears,
as at 31st March, 2015 for a period of more than six months from the
date they become payable.
(b) According to the information and explanations given to us, the
particulars of dues of Income Tax and Sales Tax as at 31st March, 2015,
which have not been deposited on account of any dispute, are as
follows:
Financial period to Act Nature of Forum where Amount
which it relates Dues dispute is (Rs. In
pending Lacs)
2010- 2011 Income Tax Income Tax Commissioner of 36.98
Act, 1961 Income Tax
(Appeals)
2011- 12 Income Tax Income Tax Commissioner of 156.62
Act, 1961 Income Tax
(Appeals)
2003- 2004 and Andhra Prad Sales Tax High Court, 4.46
2004- 2005 esh Sales Andhra Pradesh
Tax Act
2009- 2010 " " High Court, 28.71
Andhra Pradesh
2010- 2011 to " " Appellant Deputy 31.83
2012- 2013 Commissioner
(Commercial Tax)
2009-2010 KVAT Act, 2003 Sales Tax Appellant Deputy 12.31
Commissioner
(Commercial Tax)
(c) In our opinion, company has transferred requisite amount of
unclaimed dividend amount to Investor Education and Protection Fund
within specified timelines in accordance with the relevant provisions
of the Companies Act, 1956 (1 of 1956) and rules made there under.
(viii) The Company does not have accumulated losses and has not
incurred cash losses during the financial year covered by our audit and
the immediately preceding financial year.
(ix) The Company has not made any borrowings from any financial
institution / banks / issued debentures. Hence, reporting requirement
relating to default in repayment of dues is not applicable.
(x) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.
(xi) In our opinion and according to the information and explanation
furnished to us, no term loan has been raised during the year. Hence
the said clause is not applicable.
(xii) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the year
under audit.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place : Ahmedabad Partner
Date : 14th May, 2015 Membership Number : 016502
Mar 31, 2014
We have audited the accompanying financial statements o f Zydus
Wellness Limited (''the Company'') which comprise the balance sheet as at
31st March 2014, the statement of profit and loss and the cash flow 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 auditors'' 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 entity''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, 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:
(i) in the case of the balance sheet, of the state of affairs of the
Company as at 31st March 2014;
(ii) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
(iii) in the case of the cash flow statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in 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 balance sheet, statement of profit and loss and cash flow
statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the balance sheet, statement of profit and loss and
cash flow statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Act and
e. on the basis of written representations received from the directors
as on 31st March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
The Annexure referred to in our report to the members of Zydus Wellness
Limited (''the Company'') for the year ended 31st March, 2014. We report
that:
1. (a) The Company has maintained proper records showing full
particulars, including quantitative details and
situation of fixed assets.
(b) As explained to us, during the year the fixed assets have been
physically verified by the management as per phased programme of
verification during the year, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. As
informed to us, no material discrepancies were noticed on such physical
verification as compared to the records maintained by the Company.
(c) In our opinion, the Company has not disposed off any substantial
part of fixed assets during the year so as to affect going concern
status.
2. (a) As explained to us, inventory has been physically verified by
the management at regular intervals during the year.
(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) The Company has maintained proper records of inventory. As
explained to us, there were no material discrepancies noticed on
verification of inventory as compared to the book records.
3. (a) The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties
covered in the register maintained under section 301 of the Act.
Accordingly reporting requirement as per clauses (iii) (a) to (iii) (d)
of paragraph 4 of Order is not applicable to the Company for the
current year.
(b) The Company has not taken any loans or advances in the nature of
loans, secured or unsecured, from parties covered in the register
maintained under section 301 of the Act. Accordingly, reporting
requirements as per clauses (iii) (e) to (iii) (g) of paragraph 4 of
the Order are not applicable to the Company for the current year.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and the nature of its
business with regard to purchases of inventory, fixed assets and with
regard to the sale of goods. In our opinion and according to the
information and explanations given to us, there is no continuing
failure to correct major weaknesses in internal control.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations given
to us, the transactions that need to be entered into register in
pursuance of Section 301 of the Act, have been so entered.
(b) None of the transactions made in pursuance of such contracts or
arrangements exceed the value of Rupees Five lacs in respect of any one
such party in financial year.
6. According to the information and explanations given to us, the
Company has not accepted any deposits from the public within the
meaning of the provisions of sections 58A and 58AA of the Act and the
Rules framed there under.
7. The company has an internal audit system, which in our opinion is
commensurate with the size and the nature of its business.
8. The Central Government has prescribed maintenance of cost records
under section 209 (1) (d) of the Act. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, carried out a detailed
examination of the same.
9. (a) In our opinion and according to the information and
explanations given to us, the Company has been
generally regular in depositing undisputed statutory dues including
Provident Fund, Income Tax, Wealth Tax, Investor Education and
Protection Fund, Custom Duty, Excise Duty, Service Tax, Employees''
State Insurance, Income Tax, Sales Tax, Professional Tax and other
statutory dues as may be applicable to the Company.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth
Tax, Service Tax, Custom Duty and Excise Duty were in arrears, as at
31st March, 2014 for a period of more than six months from the date
they become payable.
(b) According to the information and explanations given to us, the
particulars of dues of Income Tax and Sales Tax as at 31st March, 2014,
which have not been deposited on account of any dispute, are as
follows:
Financial period to Act Nature of Forum where Amount
which it relates Dues the dispute (Rs. In
is pending Lacs)
2010-2011 Income
Tax Income
Tax Commissioner
of 192.60
Act,
1961 Income Tax
(Appeals)
2003-2004
and Andhra
Pradesh Sales
Tax High Court, 4.46
2004-2005 Sales
Tax Act Andhra Pradesh
2009-2010 High Court, 28.71
Andhra Pradesh
2010-2011 to Appellant Deputy 30.40
2012-2013 Commissioner
(Commercial Tax)
2009-2010 KVAT Act,
2003 Sales
Tax Appellant Deputy 12.31
Commissioner
(Commercial Tax)
10. The Company does not have accumulated losses and has not incurred
cash losses during the financial year covered by our audit and the
immediately preceding financial year.
11. The Company has not made any borrowings from any financial
institution / banks / issued debentures. Hence, reporting requirement
relating to default in repayment of dues is not applicable as per
clause 4(xi) of the Order.
12. In our opinion and according to the information and explanations
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society as per the Chit Fund Act, 1982 and other state
legislations. Therefore reporting requirements as per clause 4(xiii) of
the Order is not applicable.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments. Therefore, reporting requirement as per clause
4(xiv) of the Order is not applicable.
15. According to the information and explanations given to us, the
Company has not given any guarantees or provided any security in
respect of borrowings taken by others from banks and financial
institution.
16. The Company did not have any term loans outstanding from bank and
financial institution during the year under audit.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have prima facie, been used
during the year for long-term investments.
18. During the year, the Company has not made any preferential
allotment of shares to parties and Companies covered in the register
maintained under Section 301 of the Act.
19. The Company has not issued any debentures during the year.
Therefore, reporting requirements as per clause 4(xix) of the Order is
no t applicable.
20. The Company has not raised any money by public issues during the
year under audit.
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
was noticed or reported during the year.
For,Dhirubhai Shah & Doshi
Chartered Accountants
Firm Registration Number : 102511W
Kaushik D Shah
Place:Ahmedabad Partner
Date :15th May, 2014 Membership Number : 016502
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Zydus Wellness
Limited ("the company"), which comprise the Balance Sheet as at March
31, 2013, 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 misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of Statement of Profit and Loss, of the profit for the
year ended on that date and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of 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 Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Act;
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors are disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
The Annexure referred to in our report to the members of Zydus Wellness
Limited ("the Company") for the year ended on March 31, 2013. We report
that:
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, during the year the fixed assets have been
physically verified by the management as per phased programme of
verification during the year, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. As
informed to us, no material discrepancies were noticed on such physical
verification as compared to the records maintained by the Company.
(c) In our opinion, the Company has not disposed off any substantial
part of fixed assets during the year so as to affect going concern
status.
2. (a) As explained to us, inventory has been physically verified by
the management at regular intervals during the year.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The company has maintained proper record of inventory. As explained
to us, there were no material discrepancies noticed on physical
verification of inventory as compared to the book records.
3. (a) The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Act. Accordingly reporting requirement as per
clauses (iii) (a) to (iii) (d) of paragraph 4 of Order is not
applicable to the Company for the current year.
(b) The Company has not taken any loans or advances in the nature of
loans, secured or unsecured, from parties covered in the register
maintained under section 301 of the Act. Accordingly, reporting
requirements as per clauses (iii) (e) to (iii) (g) of paragraph 4 of
the Order are not applicable to the Company for the current year.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and for
sale of goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations, the transactions that need to be
entered into register in pursuance of Section 301 of the Act have been
so entered.
(b) None of the transactions made in pursuance of such contracts or
arrangements exceed the value of Rupees Five lacs in respect of any one
such party in financial year.
6. According to the information and explanation given to us, the
Company has not accepted any deposits from the public within the
meaning of the provisions of sections 58A and 58AA of the Act and the
Rules framed there under.
7. The Company has an internal audit system, which in our opinion is
commensurate with its size and the nature of its business.
8. The Central Government has prescribed maintenance of cost records
under section 209 (1) (d) of the Act. We have broadly reviewed the
accounts and records of the Company in this connection and are of the
opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, carried out a detailed
examination of the same.
9. (a) In our opinion and according to the information and explanation
given to us, the company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Income Tax, Wealth
Tax, Investor Education and Protection Fund, Custom duty, Excise duty,
Service tax, Employees'' State Insurance, Sales Tax, Professional tax
and other statutory dues as may be applicable to the company.
According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, custom duty and excise duty were in arrears, as at
March 31, 2013 for a period of more than six months from the date they
become payable.
(b) According to the information and explanations given to us, the
particulars of dues of Income Tax and Sales Tax as at March 31, 2013,
which have not been deposited on account of any dispute, are as
follows:
Name of the
Statute Nature of Dues Amount Period to Forum where
involved which the the dispute
[Rs. In
Lacs] amount
relates is pending
Income Tax
Act, 1961 Income Tax 3.91 2009-10 Commissioner of
Income Tax
(Appeals)
Andhra
Pradesh Sales Tax 4.46 2003-04 High Court,
Sales Tax Act and 2004-05 Andhra Pradesh
58.44 2006-07 High Court,
to 2009-10 Andhra Pradesh
30.40 2010-11 Appellate Deputy
to 2012-13 Commissioner
(Commercial Tax)
KVAT Act,
2003 Sales Tax 12.31 2009-10 Appellate Deputy
Commissioner
(Commercial Tax)
10. The Company does not have accumulated losses and has not incurred
cash losses during the financial year covered by our audit and the
immediately preceding financial year.
11. The Company has not made any borrowings from any financial
institution/banks/ issued debentures. Hence, reporting requirement
relating to default in repayment of dues is not applicable as per
clause 4(xi) of the Order.
12. In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society as per the Chit Fund Act, 1982 and other state
legislations. Therefore reporting requirements as per clause 4(xiii) of
the Order is not applicable.
14. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures and
other investments. Therefore, reporting requirement as per clause
4(xiv) of the Order is not applicable.
15. According to the information and explanation given to us, the
Company has not given any guarantees or provided any security in
respect of borrowings taken by others from banks and financial
institution.
16. The company did not have any term loans outstanding from bank or
financial institution during the current year.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, funds
raised on short-term basis have, prima facie, not been used for
long-term investment.
18. During the year, the Company has not made any preferential
allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act.
19. The Company has not issued any debentures during the year.
Therefore reporting requirement as per paragraph 4(xix) of the Order is
not applicable.
20. The company has not raised any money by public issues 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
was noticed or reported during the year.
For Manubhai & Co.,
Chartered Accountants
Registration No. : 106041W
Jignesh D. Shah
Place : Ahmedabad. Partner
Date : May 13, 2013. Membership No. : 100116
Mar 31, 2012
1. We have audited the attached Balance Sheet of Zydus Wellness
Limited ('the Company') as at 31st March, 2012, the Statement of Profit
and Loss and the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (Order)
and related amendments issued by the Central Government of India in
terms of sub section (4A) of Section 227 of the Companies Act, 1956, we
enclose in the Annexure, a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of accounts as required by law, have
been kept by the Company so far as appears from our examination of
those books;
c) The Balance Sheet, the Statement of the Profit and Loss and Cash
Flow Statement dealt with by this report are in agreement with books of
account;
d) 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 sub section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
we report that none of directors is disqualified as on 31st March, 2012
from being appointed as a director in terms of Clause (g) of sub
section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required, and present a true and fair view in conformity with the
accounting principles generally accepted in India:
i. in the case of the Balance Sheet, of the State of affairs of the
Company as at 31st March, 2012;
ii. in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
Annexure to Auditors' Report
[Referred to paragraph 3 of our report of even date]
1. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, during the year the fixed assets have been
physically verified by the management as per phased programme of
verification during the year, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. As
informed to us, no material discrepancies were noticed on such physical
verification as compared to the records maintained by the Company.
(c) In our opinion, the Company has not disposed of any substantial
part of fixed assets during the year so as to affect going concern
status.
2. (a) As explained to us, inventory has been physically verified by
the management at regular intervals during the year.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The company has maintained proper records of inventory. As
explained to us, there were no material discrepancies noticed on
physical verification of inventory as compared to the book records.
3. (i) The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly reporting
requirement as per clauses (iii) (a) to (iii) (d) of paragraph 4 of
order is not applicable to the company for the current year.
(ii) The Company has not taken any loans or advances in the nature of
loans, secured or unsecured from parties covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly,
reporting requirements as per clauses (iii) (e) to (iii) (g) of
paragraph 4 of the Order are not applicable to the Company for the
current year.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventory, fixed assets and for
sale of goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system.
5. (a) Based on the audit procedures applied by us and according to
the information and explanations, the transactions that need to be
entered into register in pursuance of Section 301 of the Companies Act,
1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements have been made at prices, which are reasonable having
regard to prevailing market prices at the relevant time.
6. According to the information and explanation given to us, the
Company has not accepted any deposits from the public within the
meaning of the provisions of sections 58A and 58AA of the Companies
Act, 1956 and the Rules framed there under.
7. The Company has an internal audit system, which in our opinion is
commensurate with its size and the nature of its business.
8. The Central Government has prescribed maintenance of cost records
under section 209 (1) (d) of the Companies Act, 1956 in respect of
manufacturing of Table Margarine and Mayonnaise. We have broadly
reviewed the accounts and records of the Company in this connection and
are of the opinion, that prima facie, the prescribed accounts and
records have been made and maintained. We have not, however, carried
out a detailed examination of the same.
9. (a) In our opinion and according to the information and explanation
given to us, the company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Income Tax, Wealth
Tax, Investor Education and Protection Fund, Custom duty, Excise duty,
Service tax, Employees' State Insurance, Income Tax, Sales Tax,
Professional tax and other statutory dues as may be applicable to the
company.
According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, custom duty and excise duty were in arrears, as at
31st March, 2012 for a period of more than six months from the date
they become payable.
(b) According to the information and explanations given to us, the
particulars of dues of Income Tax and Sales Tax as at March 31, 2012,
which have not been deposited on account of any dispute, are as
follows:
Name of the
Statute Nature of
Dues Amount Period to Forum where
involved which the the dispute
[Rs. In
Lacs] amount
relates is pending
The Income
Tax
Act, 1961 Income Tax 46.15 2008-09 Commissioner
of Income Tax
(Appeals)
118.52 2009-10 Assessing
Officer
Andhra
Pradesh
Sales Tax Act Sales Tax 1.69 2003-04
2.77 2004-05
7.06 2006-07 High Court
Andhra Pradesh
10.43 2007-08
13.72 2008-09
19.40 2009-10
10. The Company does not have accumulated losses and has not incurred
cash losses during the financial year covered by our audit and the
immediately preceding financial year.
11. The Company has not made any borrowings from any financial
institution/banks/issued debentures. Hence, reporting requirement
relating to default in repayment of dues is not applicable as per
clause 4(xi) of the Order.
12. In our opinion and according to the information and explanation
given to us, no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
13. In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society as per the Chit Fund Act, 1982 and other state
legislations. Therefore reporting requirements as per clause 4(xiii) of
the Order is not applicable.
14. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures and
other investments. Therefore, reporting requirement as per clause
4(xiv) of the Order is not applicable.
15. According to the information and explanation given to us, the
Company has not given any guarantees or provided any security in
respect of borrowings taken by others from banks and financial
institution.
16. The company did not have any term loans outstanding from bank or
financial institution during the current year.
17. According to the information and explanations given to us and on
an overall examination of the balance sheet of the company, funds
raised on short-term basis have, prima facie, not been used for
long-term investment.
18. During the year, 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 issued any debentures during the year.
Therefore reporting requirement as per paragraph 4(xix) of the Order is
not applicable.
20. The company has not raised any money by public issues 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
was noticed or reported during the year.
For Manubhai & Co.,
Chartered Accountants
Registration No. : 106041W
[Jignesh D. Shah]
Place : Ahmedabad. Partner
Date : May 09, 2012. Membership No. : 100116
Mar 31, 2011
1. We have audited the attached Balance Sheet of Zydus Wellness
Limited (the CompanyÃ) as at 31st March, 2011, and also the Profit and
Loss Account for the year ended on that date annexed thereto and the
Cash Flow Statement for the year ended on that date. These financial
statements are the responsibility of the CompanyÃs 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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (AuditorÃs Report) Order, 2003 (Order)
and related amendments 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 hereto a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4 Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of accounts as required by law, have
been kept by the Company so far as appears from our examination of
those books;
c) The Balance Sheet, the Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with books of
account;
d) In our opinion, the Balance Sheet, the Profit & Loss Account and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub section (3C) of Section 211 of
the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on 31st March, 2011 and taken on record by the Board of Directors,
we report that none of directors is disqualified as on 31st March, 2011
from being appointed as a director in terms of Clause (g) of sub
section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
Significant Accounting Policies and other notes thereon give the
information required by the Companies Act, 1956, in the manner so
required, and present a true and fair view in conformity with the
accounting principles generally accepted in India:
i. in so far as it relates to Balance Sheet, of the state of affairs
of the Company as at 31st March, 2011;
ii. in so far as it relates to the Profit and Loss Account, of the
Profit of the Company for the year ended on that date; and
iii. in so far as it relates to the Cash Flow Statement, of the Cash
Flow of the Company for the year ended on that date.
Annexure to the Auditorsà Report
[Referred to paragraph 3 of our report of even date]
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 explained to us, during the year the fixed assets have been
physically verified by the management as per phased programme of
verification during the year, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. As
informed to us, no material discrepancies were noticed on such physical
verification as compared to the records maintained by the Company.
c. In our opinion, the Company has not disposed of any substantial
part of fixed assets during the year so as to affect going concern
status.
2. In respect of its inventories:
a. As explained to us, inventories have been physically verified by
the management at regular intervals during the year.
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. The company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventories as compared to the book records.
3. (i) In respect of loans granted to parties covered in the register
maintained u/s 301 of the Companies Act, 1956.
The Company has not granted any loan, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly clauses (iii)
(a) to (iii) (d) of paragraph 4 of order are not applicable to the
company for the current year.
(ii) In respect of loans taken from parties covered in the register
maintained u/s 301 of the Companies Act, 1956.
The Company has not taken any loans or advances in the nature of loans,
secured or unsecured from parties covered in the register maintained
under section 301 of the Companies Act, 1956. Consequently, reporting
requirements as per clauses (iii) (e) to (iii) (g) of paragraph 4 of
the Order are not applicable in case of the Company.
4. In respect of internal control
In our opinion and according to the information and explanations given
to us, there are adequate internal control procedures commensurate with
the size of the Company and the nature of its business with regard to
purchases of inventory, fixed assets and for sale of goods. During the
course of our audit, we have not observed any continuing failure to
correct major weaknesses in internal control system.
5. In respect of transactions need to be entered into a register
maintained u/s 301 of the Companies Act, 1956.
a) Based on the audit procedures applied by us and according to the
information and explanations, the transactions that need to be entered
into register in pursuance of Section 301 of the Companies Act, 1956
have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements have been made at prices, which are reasonable having
regard to prevailing market prices at the relevant time.
6. In respect of deposits from public
According to the information and explanation given to us, the Company
has not accepted any deposits from the public within the meaning of the
provisions of sections 58A and 58AA of the Companies Act, 1956 and the
Rules framed thereunder. Further, we are informed that 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.
7. In respect of internal audit system
The Company has an internal audit system, which in our opinion is
commensurate with its size and the nature of its business.
8. In respect of maintenance of cost records
According to information and explanation given to us, neither order has
been passed by Central Government nor have cost records been prescribed
under section 209(1) (d) of the Companies Act, 1956 in respect of
products manufactured by the Company.
9. In respect of statutory dues:
a) In our opinion and according to the information and explanation
given to us, the company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Income Tax, Wealth
Tax, Investor Education and Protection Fund, Custom duty, Excise duty,
Service tax, Employeesà State Insurance, Income Tax, Sales Tax,
Professional tax and other statutory dues as may be applicable to the
company.
Further, since the Central Government has till date has not prescribed
the amount of cess payable under section 441A of the Companies Act,
1956, we are not in a position to comment upon the regularity or
otherwise of the Company in depositing the same.
According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, custom duty and excise duty were in arrears, as at
31st March, 2011 for a period of more than six months from the date
they become payable.
b) According to the information and explanations given to us, the
particulars of dues of Income Tax and Sales Tax as at March 31,2011,
which have not been deposited on account of any dispute, are as
follows:
Name of the
Statute Nature of Dues Amount Period to Forum where
involved which the the dispute
(Rs. In
Lacs) amount
relates is pending
The Income
Tax Act, 1961 Income Tax 118.52 2009-10 Assessing
Officer
Andhra Pradesh
Sales Tax Act Sales Tax 19.40 2009-10 High Court
Andhra Pradesh
13.72 2008-09
10.43 2007-08
7.06 2006-07
4.42 2005-06
3.69 2004-05
2.26 2003-04
10. In respect of accumulated losses and cash losses
The Company does not have accumulated losses and has not incurred cash
losses during the financial year covered by our audit and the
immediately preceding financial year.
11. In respect of dues to financial institution / banks / debentures
The Company has not made any borrowings from any financial
institution/banks/ issued debentures. Hence, reporting requirement
relating to default in repayment of dues is not applicable as per
clause 4(xi) of the Order.
12. In respect of loans and advances granted on the basis of security.
In our opinion and according to the information and explanation given
to us, no loans and advances have been granted by the Company on the
basis of security by way of pledge of shares, debentures and other
securities.
13. In respect of provisions applicable to Chit fund
In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society as per the Chit Fund Act, 1982 and other state
legislations. Therefore reporting requirements as per clause 4(xiii) of
the Order is not applicable.
14. In respect of dealing or trading in shares, securities, debentures
and other investment
According to the information and explanations given to us, the company
is not dealing or trading in shares, securities, debentures and other
investments. Therefore, reporting requirement as per clause 4(xiv) of
the Order is not applicable.
15. In respect of guarantee given for loans taken by others
According to the information and explanation given to us, the Company
has not given any guarantees or provided any security in respect of
borrowings taken by others from banks and financial institution.
16. In respect of application of term loans
The company has not taken any term loans from any bank or Financial
Institution during the current year.
17. In respect of fund used
According to the information and explanations given to us and on an
overall examination of the balance sheet of the company, funds raised
on short-term basis have, prima facie, not been used for long-term
purpose.
18. In respect of preferential allotment of shares
During the year, 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. In respect of securities created for debentures
The Company has not issued any debentures during the year therefore
paragraph 4(xix) of the Order is not applicable.
20. In respect of end use of money raised by public issues
The company has not raised any money by public issue during the year.
21. In respect of fraud
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
was noticed or reported during the year.
For Manubhai & Co.,
Chartered Accountants
Registration No. 106041W
(Kaushik C Patel)
Partner
Membership No.: 30083
Place : Ahmedabad.
Date : May 05, 2011.
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