The Members of
Bajaj Healthcare Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Bajaj Healthcare Limited ('thecompany') which comprises Balance Sheet as at 31st March 2018 the Statementof Profit and Loss account 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
1. 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 of these financial statementsthat gives true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial Statements that give a true and fair viewand are free from materials misstatement whether due to fraud or error.
2. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provision of the Act the accounting and auditingstandards and the 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 procedure selected depends 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 assessment 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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemand the operating effectiveness of such control. 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.
3. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner 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 at 31stMarch 2018 its Profit and its cash flow for the year ended on that date.
Report on Other Legal and Regulatory Requirements
4. As required by the Companies (Auditor's Report) Order 2016 (the Order) issued bythe Central Government in terms of Section 143 (11) of the Act we enclosed in theAnnexure 'A' statement on matters specified in paragraph 3 & 4 of the said order.
5. 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 and the Statement of Profit and Loss and Cash Flow Statement dealtwith 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 read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) In our opinion there are no observations or comments on the financial transactionswhich may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31stMarch 2018 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31st March 2018 from being appointed as adirector in terms of section 164(2) of the Act.
g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofsection 143 of the Companies Act 2013 ("the Act") - is enclosed an Annexure'B'to this report.
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. As informed to us the Company did not have any pending litigations which wouldimpact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts forwhich 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.
iv. Based on audit procedures and representations provided to us by the management wereport that the disclosures are in accordance with the books of accounts maintained by thecompany and as produced to us by the Management.
For Paresh Rakesh & Associates
Date: 29th May 2018
"Annexure A" to Independent Auditors' Report referred to in Paragraph 1 underthe heading of "Report on other legal and regulatory requirements" of our reportof 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 prima -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) In respect of its Inventories :
a. According to the information's and explanation given to us Physical verification ofinventory has been conducted at reasonable intervals by the management.
b. In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness. Stock not in possession of the Company are not physically verified by theCompany however the same is certified by the Company to be correct.
c. The Company has maintained proper records of inventories. As explained to us therewas no material discrepancies noticed on physical verification of inventories as comparedto the book records having regards to the size of the operations of the company.
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 (iii)(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 the 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 Goods and Services Tax and any otherstatutory dues have been regularly deposited with appropriate authorities. According tothe information and explanations given to us no undisputed amounts payable in respect ofthe aforesaid dues were outstanding as at March 31 2018 for a period of more than sixmonths from the date they 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 March2018.
|Nature of Liability ||Name of Statute ||Amt (in Rs) ||Period which the amount relates ||Forum where the dispute pending |
|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 |
|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 |
|Custom Duty ||Central Excise Act 1944 and Customs Act 1962 ||41525427/- ||Dec 2003 to Dec 2005 ||CESTAT Mumbai |
|Excise Duty ||Central Excise Act1944 ||189973/- ||2007-08 ||CESTAT Mumbai |
|Excise Duty ||Central Excise Act 1944 ||6761197/- ||2007-08 ||CESTAT Mumbai |
|Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||2983316/- ||2012-13 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||3668161/- ||2013-14 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|Central Sales Tax ||Central Sales Tax (Maharashtra) Rules 1970 and Central Sales Tax Act 1956 ||2252908/- ||2013-14 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
|Total || ||64944067/- || || |
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 the 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 the information and explanations given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act
12) In our opinion company is not a nidhi company. Therefore the provisions of clause(xii) of paragraph 3 of the Order are not applicable to the company.
13) In our opinion and according to the information and explanations given to us alltransactions with related parties are in compliance with sections 177 and 188 of the Actand their details have been disclosed in the financial statements etc. as required by theapplicable accounting standards.
14) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement or fully or partlyconvertible debentures during the year and hence clause (xiv) of paragraph 3 of the Orderis not applicable to the company.
15) In our opinion and according to the 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 the 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 Chartered Accountants (Firm Registration no.119728W) Sd/- Rakesh Chaturvedi Partner Membership No.: 102075 Mumbai Date: 29thMay 2018 "Annexure B" to Independent Auditors' Report referred to in paragraph2(f) under the heading "Report on other legal and regulatory requirements" ofour 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 BajajHealthcare Limited ("the company") as of 31st March 2018 inconjunction with our audit of the financial statements of the Company for the year thenended.
Management Responsibility for the 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the 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 the Guidance Note on Audit of Internal Financial Controls 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 the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the 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 the 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 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.
In our opinion considering nature of business size of operations and organizationalstructure of the entity 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 2018 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.
Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.: 102075
Date: 29th May 2018