Report on Standalone Financial Statements
We have audited the accompanying standalone financial statements ofWANBURY LIMITED("the Company") which comprise the Balance Sheet as at 31 March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the 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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with relevant rulesissued thereunder and other accounting principles generally accepted in India. 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; anddesign implementation and maintenance of adequate internal financial controls that wereoperating 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 standalone financial statementsbased on 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. 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 misstatement.
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 financialcontrolrelevant 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 audit opinion on the standalone financial statements.
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 loss and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
a) Note 52 in the financial statements which indicate that the Company has accumulatedlosses and its net worth has been fully eroded. The financial statements of the Companyhave been prepared on a going concern basis for the reasons stated therein.
b) The Company has given guarantee in respect of Exim Bank's investments of USD 60Lakhs (Rs. 3890.32 Lakhs) in Wanbury Holding B.V. a subsidiary of the Company and StateBank of India's loan of Euro 38.23 Lakhs (Rs. 2647.43 Lakhs) to Cantabria Pharma S.L.the step down subsidiary of the Company which have been invoked by the respectiveparties. Further State Bank of India London has filed legal proceedings dated 28February 2017 demanding repayment of dues. The aforesaid dues being part of the CDR Schemewill be accounted upon arriving at mutually agreed terms of settlement with the respectiveparties as stated in Note 30 of the financial statements.
c) Note No. 32 of the financial results regarding the status of merger of erstwhilePPIL with the Company.
Our opinion is not modified in respect of these matters.
We did not audit the financial statements/financial information of one branch includedin the standalone financial statements of the Company whose financial statements/financialinformationreflect Rs. 13175.13 Lakhs as at 31 March 2017 and total assetsof totalrevenues of Rs. 15755.56 Lakhs for the year ended on that date as considered in thestandalone financial statements. The financial statements/information of this branch havebeen audited by the branch auditor whose reports have been furnished to us and ouropinion in so far as it relates to the amounts and disclosures included in respect of thisbranch is based solely on the report of such branch auditor.
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 of theAct we give in the "Annexure A" a statement on themattersspecifiedin paragraphs3 and 4 of the Order to the extent applicable.
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 purposes 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 reports on the accounts of the branch of the Company audited under Section143(8) of the Act by branch auditors have been sent to us and have been properly dealtwith by us in preparing this report.
d) 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.
e) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with relevant rulesissued thereunder and other accounting principles generally accepted in India.
f) 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 directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (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 "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. The Company has disclosed the impact if any of pending litigations as at 31 March2017 on its financial position in its standalone financial statements Refer Note 29 to thefinancial
ii. The Company has not entered into any long-term contracts including derivativecontracts requiring provision under the applicable law or accounting standards formaterial 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 53 to the standalone financial statements.
| ||For Kapoor & Parekh Associates |
| ||Chartered Accountants |
| ||ICAI FRN 104803W |
| ||Nikhil Patel |
| ||Partner |
|Mumbai 30th May 2017 ||M. No. 37032 |