The Members of
Bajaj Healthcare Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Bajaj Healthcare Limited ("theCompany") which comprise the Balance Sheet as at March 31 2019 the Statement ofProfit and Loss and the Cash Flow for the year then ended and a summary of significantaccounting policies and other explanatory information (hereinafter referred to as "Financial Statements").
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 March31 2019 its profit and its Cash Flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined that there are no key audit matters to be communicated in our report.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information in AnnualReport which comprises the information included in the Management Discussion andAnalysis Board's Report including Annexures to Board's Report and Shareholder'sInformation but does not include the financial statements and our auditor's reportthereon.
Our opinion on the financial statements does not cover such other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
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 in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of the appropriate accounting policies; making judgements and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and fair presentationof the financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highof assurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the
date of our auditor's report. However future events or conditions may cause theCompany to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and
Other matters that may reasonably be thought to bear on our independence and whereapplicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
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 inparagraphs 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 purposes of our audit;
(b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
a) The Balance Sheet Statement of Profit and Loss and the Cash Flow Statement dealtwith by this report are in agreement with the books of account;
b) 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.
c) On the basis of written representations received from the directors as on March312019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 from being appointed as a director in terms of section 164(2) of theAct;
d) 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".
e) With respect to the other matters to be included in the Auditor's Report inaccordance with Rules 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as referred to in Note no. 31 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 were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company for the year ended March 31 2019.
For Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.: 102075
"Annexure A" to the Independent Auditors' Report on the Financial Statementsof Bajaj Healthcare Limited
(Referred to in Paragraph 1 under the heading of "Report on other legal andregulatory requirements" of our report of even date)
i) 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. No material discrepancies werenoticed on such physical verification.
c) As Company had no Immovable Fixed Assets during the Year clause (c) (i) ofparagraph of the order is not applicable to the company.
ii) 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.
iii) The Company has not granted any loans secured or unsecured to companies firm orother parties covered in the register maintained under Section 189 of the Act.Consequently the requirement of Clause (iii) (a) and Clause (iii) (b) of paragraph 3 ofthe Order not applicable to the Company.
iv) In respect Company has not granted directly or indirectly advance loans guaranteesand securities to the person covered under Section 185 of the Act.
v) 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 thereunder. Therefore the provisionsof Clause (v) of paragraph 3 of the Order are not applicable to the Company.
vi) To the best of our knowledge and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub section (1) of Section 148 ofthe Act in respect of the activities undertaken by the Company.
vii) In respect of Statutory dues :
a. According to the records of the Company undisputed statutory dues including Directand Indirect Taxes and any other statutory dues have been regularly deposited withappropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of the aforesaid dues were outstanding as at March31 2019 for a period of more than six months 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 March2019.
|Sr. No ||Nature of Liability ||Name of Statute ||Amt (in Rs) ||Period which the amount relates ||Forum where the dispute pending |
|1 ||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 |
|2 ||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 |
|3 ||Custom Duty ||Central Excise Act 1944 and Customs Act 1962 ||41525427/- ||Dec 2003 to Dec 2005 ||CESTAT Mumbai |
|4 ||Excise Duty ||Central Excise Act1944 ||189973/- ||2007-08 ||CESTAT Mumbai |
|5 ||Excise Duty ||Central Excise Act 1944 ||6761197/- ||2007-08 ||CESTAT Mumbai |
|6 ||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 |
|7 ||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 |
|8 ||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 |
|9 ||Custom Duty ||Central Excise Act 1944 and Customs Act 1962 ||3665812/- ||2015-16 ||Commissioner of Customs (Appeals) |
|10 ||Central Sales Tax ||Central Sales Tax (Gujarat) Rules 1970 and Central Sales Tax Act 1956 ||2307325/- ||2014-15 ||Deputy Commissioner of Commercial Tax (Appeals) Baroda |
| ||Total || ||70917204/- || || |
viii) 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 orDebenture holders of the company.
ix) The company has not raised money by way of Initial Public offer or Further Publicoffer or term Loan and hence Clause of paragraph 3 of the Order are not applicable to theCompany.
x) In our opinion and according to the information and explanations given to us nofraud on the Company by its officers or employees has been noticed or reported during theyear.
xi) 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.
xii) In our opinion company is not a chit fund/ nidhi. Therefore the provisions ofclause (xii) of paragraph 3 of the orders are not applicable to the company.
xiii) In Respect of transaction with Related party.
a) 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 as required by theapplicable accounting standards.
b) 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 is notapplicable to the company.
xiv) 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 hence clause (xv) of the paragraph 3 is not applicable to thecompany.
xv) 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
(Firm Registration no. 119728W)
Membership No.: 102075
Date: 30th May 2019.
"Annexure B" to Independent Auditors' Report on the Financial Statements ofBajaj Healthcare Limited
(Referred to in paragraph 2(f) under the heading "Report on other legal andregulatory requirements" of our 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 Limited ("the company") as of March 31 2019 inconjunction with our audit of the financial statements of the Company for the year thenended
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 March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theICAI.
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
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 2019 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.
For Paresh Rakesh & Associates
(Firm Registration no. 119728W)
Membership No.: 102075
Date: 30th May 2019.