The Members of Sanofi India Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Sanofi India Limited ("theCompany") which comprise the Balance Sheet as at December 31 2015 the Statement ofProfit and Loss and Cash Flow Statement for the year then ended and a summary ofsignificant 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 accountingprinciples generally accepted in India including the Accounting Standards specified undersection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
Our responsibility is to express an opinion on these financial statements based on ouraudit. 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 accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of Indiaas specified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment 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 a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing an opinionon whether the Company has in place an adequate internal financial controls system overfinancial reporting and the effectiveness of such controls. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as atDecember 31 2015 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 2015 ("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 1 a statement on the matters specified in paragraphs 3and 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 Statement of Profit and Loss and Cash Flow Statement dealt withby 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;
(e) On the basis of written representations received from the directors as on December31 2015 and taken on record by the Board of Directors none of the directors isdisqualified as on December 31 2015 from being appointed as a director in terms ofsection 164 (2) of the Act;
(f) 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. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note 28 34 and 41 to the financialstatements;
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.
For S R B C & CO LLP
ICAI Firm Registration Number: 324982E
per Vijay Maniar
Membership Number: 36738
Date: February 4 2016
Annexure referred to in paragraph 1 under the heading Report on other legal andregulatory requirements of our report of even date
Re: Sanofi India Limited ("the Company")
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.
(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.
(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.
(c) The Company is maintaining proper records of inventory. Discrepancies noted onphysical verification of inventories were not material and have been properly dealt within the books of account.
(iii) (a) The Company has granted loans to Company covered in the register maintainedunder section 189 of the Companies Act 2013. In respect of loans granted repayment ofthe principal amount is as stipulated and payment of interest has been regular.
(b) There is no overdue amount of loans granted to companies firms or other partieslisted in the register maintained under section 189 of the Companies Act 2013.
(iv) In our opinion and according to the information and explanations given to us andhaving regard to the explanation that certain items of inventory purchased from strategicvendors or are of special nature for which suitable alternative sources are not readilyavailable for obtaining comparable quotations there is an adequate internal controlsystem commensurate with the size of the Company and the nature of its business for thepurchase of inventory and fixed assets and for the sale of goods and services. During thecourse of our audit we have not observed any major weakness or continuing failure tocorrect any major weakness in the internal control system of the Company in respect ofthese areas.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to the pharmaceutical industry and areof the opinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.
(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax wealth-tax service tax customs duty excise dutyvalue added tax cess and other material statutory dues have generally been regularlydeposited with the appropriate authorities though there has been a slight delay in a fewcases. According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax wealth-taxservice tax sales-tax customs duty excise duty value added tax cess and othermaterial statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.
(b) According to the records of the Company the dues outstanding of income-taxsales-tax wealth-tax service tax customs duty excise duty value added tax and cess onaccount of any dispute are as follows:
|Name of the statute ||Nature of dues ||Amount ||Period to which the amount relates ||Forum where the dispute is pending |
| || ||(Rs. in lacs) || || |
|KVAT Act 2003 ||Sales Tax ||4 ||2008 - 09 ||Joint Commissioner of Commercial Taxes - Appeals Bangalore |
|Sales Tax Act ||Sales Tax ||17 ||1999 - 00 ||Sales Tax Tribunal Bangalore |
|Sales Tax Act ||Sales Tax ||18 ||2008 - 2013 ||Additional Commissioner Lucknow |
|West Bengal Tax on Entry of Goods into Local Areas 2012 ||Local Entry Tax (including interest) ||486 ||October 2013 to December 2015 ||Calcutta High Court |
|The Central Excise Act 1944 ||Export Obligation ||449 ||2012 - 2014 ||Additional Director General of Foreign Trade |
|Sales Tax ||Sales Tax ||0.9 ||2006 - 07 ||Addl. Commissioner of Commercial Taxes West Bengal |
|The Central Excise Act 1944 ||Duty on Samples ||5 ||1994 to 1999 ||Customs Excise and Service tax Appellate tribunal. |
| ||Disallowance of Modvat ||17 ||1993 ||Commissioner of Appeals Surat. |
|Medicinal & Toilet Preparations (Levy of Excise Duty) Act 1955 ||Dispute Whether Central or State Excise duty ||232 ||1990 to 1997 ||Central Board of Excise and Customs |
| ||Dispute Whether Central or State Excise duty ||132 ||1996 to 1999 ||Commissioner of State Excise Maharashtra. |
|Service Tax ||Service Tax on sponsorship ||1 ||2011-12 ||Commissioner of Customs Central Excise and Service Tax |
|Income Tax Act 1961 ||Income Tax ||3557 ||Assessment Year 2010 - 11 and 2011 - 12 ||Income Tax Appeal Tribunal |
(c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company in accordance with the relevant provisions ofthe Companies Act 1956 (1 of 1956) and rules made thereunder.
(viii) The Company has no accumulated losses at the end of the financial year and ithas not incurred cash losses in the current and immediately preceding financial year.
(ix) The Company does not have any borrowings from banks or financial institutions orby way of debentures.
(x) According to the information and explanations given to us the Company has notgiven any guarantee for loans taken by others from bank or financial institutions.
(xi) The Company did not have any term loans outstanding during the year.
(xii) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management we report that no fraud on or by the Company has been noticed orreported during the year.
For S R B C & CO LLP
ICAI Firm Registration Number: 324982E
per Vijay Maniar
Membership Number: 36738
Date: February 4 2016