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Gujarat Themis Biosyn Ltd.

BSE: 506879 Sector: Health care
NSE: GUJTHEMIS ISIN Code: INE942C01029
BSE 00:00 | 20 Apr 43.05 0.40
(0.94%)
OPEN

43.90

HIGH

43.90

LOW

42.75

NSE 05:30 | 01 Jan Gujarat Themis Biosyn Ltd
OPEN 43.90
PREVIOUS CLOSE 42.65
VOLUME 12479
52-Week high 67.80
52-Week low 40.00
P/E 15.49
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.90
CLOSE 42.65
VOLUME 12479
52-Week high 67.80
52-Week low 40.00
P/E 15.49
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Themis Biosyn Ltd. (GUJTHEMIS) - Auditors Report

Company auditors report

TO THE MEMBERS OF GUJARAT THEMIS BIOSYN LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of GUJARAT THEMIS BIOSYNLIMITED ("the Company") which comprise the Balance Sheet as at March 312017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information(hereinafter referred to as "the financial statements").

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 preparationand presentation of these financial statements that give true and fair view of theposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted 133 of the Act read with in India including theAccounting Standards specified Rule 7 of the Companies (Accounts)

Rules 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements basedon our audit.

We have taken into account the provisions of the 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 the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit on the financial statements.

Basis for Qualified Opinion

(i) The outstanding balances as at March 31 2017 in respect of certain balances ofloans & advances trade receivables liability for expenses trade payables andcreditors for capital expenditure are subject to confirmation from respective parties andconsequential reconciliation and adjustment arising there from if any. Consequentialimpact thereof on the financial statements is not ascertainable. [Refer note no. 29].

(ii) The Company has not determined and identified significant components of propertyplant and equipment as prescribed under the provisions of para 4(a) under the headingNotes after Part C in Schedule II of the Companies Act 2013. The impact of the same onfinancial statements is not ascertainable [Refer note no. 9(b)].

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matters described in the Basis forQualified Opinion paragraph above the aforesaid financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2017 and its profit and its cash flows for the year ended on thatdate

Emphasis of Matter

We draw attention to the matter in note no. 4(b) of the financial statements regardingrepayment of non-interest bearing unsecured loan of Rs 35000000/- to its promoterThemis Medicare Limited pending approval from BIFR.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the said Order to the extent applicable.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and except for the matters described in the Basis for QualifiedOpinion paragraph obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

(b) Except for the possible effects of the matter described in the Basis for QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen 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 Statementdealt with by this Report are in agreement with the 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 except for Accounting Standard (AS) 10-

"Property Plant and Equipment" (refer Basis for Qualified Opinion paragraph(ii) above).

(e) The matters described in the ‘Basis for Qualified Opinion' and ‘Emphasisof Matter' paragraphs above in our opinion may have an adverse effect on the functioningof the Company. (f) On the basis of the written representations received from thedirectors as on March 31 2017 taken on record by the

Board of Directors none of the directors is disqualified as on March 31 2017 frombeing appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in the "Annexure B".

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements Refer Note 33 to the financial statements; ii. According to theinformation & explanations given to us the Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses – Refer Note 34 to the financial statements; iii. There were no amounts whichwere required to be transferred to the Investor Education and Protection Fund by theCompany Refer Note 35 to the financial statements; iv. The Company has provided requisitedisclosures in the financial statements as to holdings as well as dealings in SpecifiedBank Notes during the period from November 8 2016 to December 30 2016. However asstated in Note 36 to the financial statements amounts aggregating to `284500/- asrepresented to us by the Management have been utilized for other than permittedtransactions.

For KHANDELWAL JAIN & CO.
Chartered Accountants
Firm Registration No. 105049W
Sd/-
(NARENDRA JAIN)
PARTNER
Membership No. 048725
Place : Mumbai
Date : May 10 2017

"Annexure A" to the Independent Auditors' Report

"Annexure A" referred to in paragraph 1 under the heading of "Report onOther Legal and Regulatory Requirements" of Independent Auditors' Report to themembers of GUJARAT THEMIS BIOSYN LIMITED ("the Company") for the yearended March 31 2017. We report that::

(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its property plant and equipment.

b) The Company has physically verified the property plant and equipment in accordancewith a programme of verification which in our opinion provides for physical verificationof all property plant and equipment at reasonable intervals. We have been informed that nomaterial discrepancies were noticed on such verification. c) In our opinion and accordingto information and explanations given to us and on the basis of an examination of therecords of the Company the title deeds of immovable properties are held in the name ofthe Company.

(ii) The inventory has been physically verified during the year by the management. Inour opinion the frequency of verification is reasonable. According to the recordsproduced before us for our verification there were no material discrepancies noticed onphysical verification of stocks as compared to the book records and the same have beenproperly dealt with in the books of account of the Company;

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to any Companies Firms Limited LiabilityPartnerships or other Parties covered in the register maintained under Section 189 of theCompanies Act 2013 therefore the provisions of clause 3 (iii) of Companies (Auditor'sReport) Order 2016 are not applicable to the Company.

(iv) In our opinion and according to information and explanations given to us theCompany has complied with provisions of Section 185 and 186 of the Act in respect ofloans investments guarantees and security.

(v) The Company has not accepted any deposits during the year from public within themeaning of the provisions of section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules made thereunder.

(vi) We are informed that no cost records are required to be maintained by the Companyunder Section 148(1) of the Companies Act 2013.

(vii) a) Undisputed Statutory Dues including Gujarat Value Added Tax (GVAT) TaxDeducted at Source (TDS) Notified Area Tax Drainage cess charges Employees' StateInsurance (ESIC) ESIC dues in respect of contractors Service Tax duty of exciseProvident Fund have generally been regularly deposited with the appropriate authoritieshowever delay have been observed in some cases. According to the information andexplanations given to us there were no undisputed statutory dues which have remainedoutstanding as at March 31 2017 for the period of more than six months from the date theybecame payable except in respect of TDS on professional fees amounting to Rs 4000/-.

b) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise and value added taxwhich have not been deposited on account of any dispute except the following:

Name of the Statute Nature of the Dues Amount Period to which the amount relates Forum where dispute is pending
(Rs)
Income Tax Act 1961 Demand u/s 143 (3) 1079703/- A.Y. 2001-2002 Hon. High Court Gujarat
Income Tax Act 1961 Demand u/s 156 250/- A.Y. 1996-1997 Income Tax Appellate Tribunal Ahmedabad
Income Tax Act 1961 Demand u/s 156 2412247/- A.Y. 2011-2012 Income Tax Appellate Tribunal Ahmedabad
Income Tax Act 1961 Penalty u/s 271(1)(c) 838840/- A.Y. 2011-2012 Commissioner of Income-tax (Appeals) Valsad

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to the banks or financial institutionsor debenture holders.

(ix) The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) during the year. In our opinion the term loans raisedduring the year have been applied for the purpose for which they were raised;

(x) Based upon the audit procedures performed and information and explanations given tous we report that no material fraud by the company or on the company by its officers oremployees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of clause 3 (xii) of Companies(Auditor's Report) Order 2016 are not applicable to the Company. (xiii) According to theinformation and explanations given to us all transactions with the related parties are incompliance with

Section 177 and 188 of the Companies Act 2013 where applicable and the details havebeen disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not entered into non-cashtransactions with directors or persons connected with him.

(xvi) The Company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934. Accordingly the provisions of clause 3 (xvi) of Companies(Auditor's Report) Order 2016 are not applicable to the Company.

For KHANDELWAL JAIN & CO.
Chartered Accountants
Firm Registration No. 105049W
Sd/-
(NARENDRA JAIN)
PARTNER
Membership No.048725
Place : Mumbai
Date : May 10 2017

Annexure ‘B' to the Independent Auditor's Report

"Annexure B" referred to in paragraph 2(h) under the heading of "Reporton Other Legal and Regulatory Requirements" of Independent Auditors' Report to themembers of GUJARAT THEMIS BIOSYN LIMITED ("the Company") for the yearended March 31 2017.

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 controls over financial reporting ofGUJARATTHEMIS BIOSYN LIMITED ("the Company") as of March 31 2017 in conjunctionwith our audit of the 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 internalfinancial controls based on the 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial We conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing to the extent applicable to an audit ofinternal financial applicable to an audit of Internal Financial Controls and both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

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 obtaining an understanding ofinternal financial controls over financial reporting assessing the risk exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 the reliability of financial reporting and the preparation offinancial statements for external purposes in accepted accounting principles. A company'sinternal financial control over procedures that (1) pertain to the maintenance of recordsthat 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 expenditures of the company are being made only in accordancewith authorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also that over financial projectionsof any evaluation of theinternal financial the internal financial control over financial reporting may becomeinadequate of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit thefollowing material weaknesses have been identified as at March 31 2017:

a) The outstanding balances as at March 31 2017 in respect of certain balances ofloans & advances trade receivables liability for expenses trade payables andcreditors for capital expenditure are subject to confirmation from respective parties andconsequential reconciliation and adjustment arising there from if any. Consequentialimpact thereof on the financial statements is not ascertainable. [Refer note no. 29].

b) The Company has not determined and identified significant components of propertyplant and equipment as prescribed under the provisions of para 4(a) under the headingNotes after Part C in Schedule II of the Companies Act 2013. The impact of the same onfinancial statements is not ascertainable [Refer note no. 9(b)]. of deficienciesin internal A ‘material weakness' is financial deficiency control overfinancial reporting such that there is a reasonable possibility that a materialmisstatement of the company's financial detected on a timely basis.

In our opinion except for the possible effects of the material weaknesses describedabove on the achievement of the objectives of the control criteria the Company hasmaintained in all material respects adequate internal financial controls over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at March 31 2017 based on "the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India".

We have considered the material weaknesses identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the March 31 2017financial statements of the Company and these material weaknesses do not affect ouropinion on the financial statements of the Company except to the separate report on thefinancial statements of the company.

For KHANDELWAL JAIN & CO.
Chartered Accountants
Firm Registration No. 105049W
Sd/-
(NARENDRA JAIN)
PARTNER
Membership No.048725
Place : Mumbai
Date : May 10 2017