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Hester Biosciences Ltd.

BSE: 524669 Sector: Health care
NSE: HESTERBIO ISIN Code: INE782E01017
BSE LIVE 15:40 | 23 Oct 1082.75 -8.55
(-0.78%)
OPEN

1071.00

HIGH

1087.95

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1055.00

NSE 15:31 | 23 Oct 1075.00 -15.30
(-1.40%)
OPEN

1065.30

HIGH

1085.00

LOW

1060.00

OPEN 1071.00
PREVIOUS CLOSE 1091.30
VOLUME 325
52-Week high 1233.00
52-Week low 666.00
P/E 36.75
Mkt Cap.(Rs cr) 921
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1071.00
CLOSE 1091.30
VOLUME 325
52-Week high 1233.00
52-Week low 666.00
P/E 36.75
Mkt Cap.(Rs cr) 921
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hester Biosciences Ltd. (HESTERBIO) - Auditors Report

Company auditors report

To

The Members of

HESTER BIOSCIENCES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of HESTER BIOSCIENCESLIMITED ("the Company") which comprise the Balance Sheet as at 31 March 2017the Statement of Profit and Loss and Cash Flow Statement for the year ended and a summaryof 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements to give a true and fair view of the financialposition financial performance and cash flow of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting the 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions 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. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating theappropriateness of 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 audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profits and its cash flow 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 ofthe Act we give in the "Annexure A'' a statement on the matters specified in theparagraph 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 bestof 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 theCompany 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the director isdisqualified as on 31 March 2017 from being appointed as a Director in terms of Section164(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''; and

g. 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 explanations given to us :

i) The Company doesn't have any pending litigations which would impact its financialposition in its financial statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

iv) The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016 and these are in accordance with the books ofaccounts maintained by the Company. Refer Note 31 to the standalone financial statements.

For Apaji Amin & Co. LLP
Chartered Accountants
Firm Registration No.: 100513W/W100062
Tehmul B. Sethna
Place: Ahmedabad Partner
Date: 8 May 2017 Membership No: 035476

Annexure A to the Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31 March 2017 we report that:

i) In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in phased manner by the management during the yearwhich in our opinion is reasonable having regards to the size of the Company and natureof the assets. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

ii) As explained to us physical verification of the inventories have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its inventories. No material discrepancies werenoticed on such physical verification.

iii) The Company has granted unsecured loan to Subsidiary Company covered in theregister maintained under section 189 of the Companies Act 2013 ("the Act").There are no firms Limited Liability Partnership and other parties covered in theregister maintained under section 189 of the Act.

(a) In respect of the aforesaid loan the terms and conditions under which such loanswere granted are not prejudicial to Company's interest.

(b) In respect of aforesaid loan no schedule for repayment of principal and payment ofinterest has been stipulated by the Company. Therefore in the absence of stipulation ofrepayment terms we don't make any comment in the regularity of repayment of principal andpayment of interest.

(c) In respect of the aforesaid loan there is no amount which is overdue for more thanninety days.

iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

v) According to information and explanation given to us the Company has not acceptedany deposits from the public in accordance with the provisions of sections 73 to 76 of theAct and rules framed there under.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to therules made by the Central Government for the maintenance of cost records under section148(1) of the Act and are of the opinion that the prescribed accounts and cost recordshave been made and maintained. We have not however made a detailed examination of thesame.

vii) 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 Wealth Tax Service TaxDuty of Custom Duty of Excise Value Added Tax Cess and other material statutory dueshave been regularly deposited with the appropriate authorities. According to informationand explanation given to us no undisputed amounts payable in respect of the aforesaiddues were outstanding as at 31 March 2017 for a period of more than six months from thedate they become payable.

According to the information and explanations given to us there are no dues of IncomeTax Sales Tax Service Tax Duty of Customs Duty of Excise Value Added Tax Cess onaccount of any dispute which have not been deposited with the appropriate authorities onaccount of any dispute other than those mentioned in Note 29 of notes to the financialstatements.

viii) Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationgiven by the management we are of the opinion that company has not defaulted in repaymentof dues to bank. The Company does not have any borrowing from financial institutiongovernment or by way of debenture.

ix) Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationgiven by the management and overall examination of the balance sheet we report thatmonies raised by way of term loan was applied for the purposes for which the loan wasobtained. No monies were raised during the year by the Company by way of initial publicoffer or further public offer (including debt instruments).

x) According to the information and explanation given to us no material fraud by theCompany or on the Company by its officers or employees have been noticed or reportedduring the year.

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) According to the information and explanations given to us the Company is not aNidhi Company. Therefore the provisions of clause (xii) of paragraph 3 of the Order arenot applicable to the Company.

xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

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 noncashtransactions with directors or persons connected with him.

xvi) According to the information and explanations given to us the provisions ofSection 45-IA of Reserve Bank of India Act 1934 are not applicable to the company.

For Apaji Amin & Co. LLP
Chartered Accountants
Firm Registration No.: 100513W/W100062
Tehmul B. Sethna
Place: Ahmedabad Partner
Date: 8 May 2017 Membership No: 035476

Annexure B to the Auditors' Report

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 of HesterBiosciences Limited (‘the Company') as of 31 March 2017 in conjunction with our auditof the standalone 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 (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

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 the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the ‘Guidance Note') and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting were established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includesobtaining 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 the auditors' 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 of theManagement 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 the 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.

Opinion

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 31 March 2017 based on theinternal controls 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 Institute of CharteredAccountants of India.

For Apaji Amin & Co. LLP
Chartered Accountants
Firm Registration No.: 100513W/W100062
Tehmul B. Sethna
Place: Ahmedabad Partner
Date: 8 May 2017 Membership No: 035476