To the Members of
Bajaj Healthcare Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Bajaj Healthcare Limited("the Company") which comprise the Balance Sheet as at 31st March 2016 andtire Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the company in accordance with tire accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act read with rule 7 of tire Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withdie provision of die Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of the appropriateaccounting policies; making judgements and estimates drat are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that weare operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to tire preparation and fair presentation of the financial statementsthat give a hue and fair view and are free from material misstatement whether due tofraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provisions of tire Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of tire Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whethertire financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about tire amounts anddisclosures in the financial statements. Tire procedures selected depend on tire auditor'sjudgement including the assessment of the risks of material misstatement of tirefinancial statements whether due to fraud or error. In making those risk assessmentstire auditor considers internal financial control relevant to the Company's preparation oftire financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof tire financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
In our opinion and to tire best of our information and according to tire explanationsgiven to us the aforesaid financial statements give the information required by tire Actin the manner so required and give a true and fair view in conformity with tire accountingprinciples generally accepted in India of tire state of affairs of tire Company as at31st 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 ("tireOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of tire Act we give in the "Annexure A" a statement on the mattersspecified 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 ah the information and explanations which to the best ofour knowledge and belief were necessary for die purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with lire books of account.
d) In our opinion the aforesaid financial statements comply with the accountingstandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.
e) On tire basis of written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of tire directors isdisqualified as on 31st March 2016 from being appointed as a director in terms ofsection 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
g) With respect to the other matters to be included in tire Auditor's Report inaccordance with Rules 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to tire best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 29 to the financial statements.
ii. The Company did not have any material foreseeable losses on long-term contractsincluding derivative contracts that require provision under any law or accountingstandards for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.: 102075
"Annexure A" to Independent Auditors' Report ref erred to in Paragraph 1under the heading of "Report on other legal and regulatory requirements" of ourreport of even date.
1) In respect of its fixed assets :
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.
b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. As informed to us prim a -facie no material discrepancies were noticed on such physical verification.
c) In our opinion and according to the information and explanations given to us titledeeds of immovable properties are held in the name of the company.
2) As explained to us physical verification of the inventories have been conductedat reasonable intervals by the management which in our opinion is reasonable havingregard to the size of the Company and nature of its inventories. As informed to us nomaterial discrepancies by management were noticed on such physical verification.
3) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Consequently the requirement of clause (iii) (a) to clause (iu)(c) of paragraph 3 of the Order is not applicable to the Company.
4) In respect of loans investments guarantees and security given by the Company:
a) Company has not directly or indirectly advanced loan to the persons or givenguarantees or securities in connection with the loan taken by persons covered underSection 185 of the Act
b) Company has complied with the provisions of section 186 of the Act in respect ofinvestments loans guarantee or security given.
5) According to the information and explanations given to us the Company has notaccepted any deposits within the meaning of provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed there under. Therefore the clause (v)of paragraph 3 of the Order is not applicable to the Company.
6) We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government undersubsection (1) of Section 148 of tire Act [ applicable in respect of certain activitiesundertaken by the company] and are of the opinion that prima facie the prescribed costrecords have been maintained. We have however not made a detailed examination of thecost records with a view to determine whether they are accurate or complete.
7) In respect of Statutory dues :
a) According to the records of the Company undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues have beenregularly deposited with appropriate authorities. According to tire information andexplanations given to us no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at March 312016 for a period of more than six months from tire datethey became payable.
b) According to the information and explanations given to us and according to thebooks and records as produced and examined by us following disputed amount of tax demandedhave not been deposited with concern authorities as on 31st March2016.
|Nature of Liability ||Name of Statute ||Amt (in Rs) ||Period which the amount relates ||Forum where the dispute pending |
|1 Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||1956242/- ||2008-09 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|2 Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||4097927/- ||2010-11 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|3 Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||3465158/- ||2011-12 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|4 Custom Duty ||Central Excise Act 1944 and Customs Act 1962 ||41525427/- ||Dec 2003 to Dec 2005 ||CESTAT Mumbai |
|5 Excise Duty ||Central Excise Act1944 ||189973/- ||2007-08 ||CESTAT Mumbai |
|6 Excise Duty ||Central Excise Act 1944 ||6761197/- ||2007-08 ||CESTAT Mumbai |
|Total || ||61291963/- || || |
8) In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of dues to a financial institution or bank.
9) The company has not raised money by way of initial public offer or further publicoffer (including debt instruments) however tire proceeds raised by Term Loan were appliedfor the purpose for which it was raised.
10) Based on the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per information and explanations given to usno fraud by the Company or on the Company by its officers or employees has been noticed orreported during the year.
11) In our opinion and according to tire information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by tire provisions of section 197 read with Schedule V to the Act
12) hi our opinion company is not a nidhi company. Therefore the provisions of clause(xii) of paragraph 3 of tire Order are not applicable to the company.
13) In our opinion and according to tire information and explanations given to us alltransactions with related parties are in compliance with sections 177 and 188 of the Actand their de tails have been disclosed in tire financial statements etc. as required bythe applicable accounting standards.
14) In our opinion and according to tire information and explanations given to us theCompany lias not made any preferential allotment or private placement or fully or partlyconvertible debentures during the year and hence clause (xiv) of paragraph 3 of tire Orderis not applicable to the company.
15) In our opinion and according to tire information and explanations given to us theCompany has not entered into any non-cash transaction with the directors or personsconnected with him and covered under section 192 of the Act. Hence clause (xv) of theparagraph 3 of the Order is not applicable to fire Company.
16) To the best of our knowledge and as explained the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.
For Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.; 102075
"Annexure B" to Independent Auditors7 Report referred to inparagraph 2(f) under the heading "Report on other legal and regulatoryrequirements" of our report of even date.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the Internal Financial Control over financial reporting of Baja) Healtire a re Limited ("the company") as of 31st March 2016 in conjunction with ouraudit of the financial statements of tire Company for the year then ended
Management Responsibility for the Internal Financial Controls
Tire Company's management is responsible for establishing and maintaining internalfinancial controls based on tire internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring tire orderly and efficient conduct of itsbusiness including adherence to company's policies tire safeguarding of its assets tireprevention and detection of frauds and errors tire accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith tire Guidance Note on Audit of Internal Financial Con hols over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by die ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform tire audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on tire auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany'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 financialreporting including tire possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.
For Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.: 102075