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Celestial Biolabs Ltd.

BSE: 532871 Sector: Health care
NSE: CELESTIAL ISIN Code: INE221I01017
BSE 00:00 | 11 Mar Celestial Biolabs Ltd
NSE 05:30 | 01 Jan Celestial Biolabs Ltd
OPEN 2.02
PREVIOUS CLOSE 2.02
VOLUME 124
52-Week high 2.02
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 2.01
Buy Qty 450.00
Sell Price 2.02
Sell Qty 1876.00
OPEN 2.02
CLOSE 2.02
VOLUME 124
52-Week high 2.02
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 2.01
Buy Qty 450.00
Sell Price 2.02
Sell Qty 1876.00

Celestial Biolabs Ltd. (CELESTIAL) - Auditors Report

Company auditors report

To

The Members of

Celestial Biolabs Limited

Report on the audit of the financial statements

OPINION

We have audited the financial statements of Celestial Biolabs Limited ("theCompany") which comprise the balance sheet as at March 31 2022 and the statementof profit and loss (including other comprehensive income) the statement of changes inequity and the statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

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 theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 the profit and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards onAuditing ("SA"s) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India ("ICAI") together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to note 1 (B)(1) of the Statement which indicates that the Companyhas accumulated losses and its net worth has been significantly eroded the Company has anet loss during the current year. These conditions along with other matters set forth innote 1 (B)(1) indicate that a material uncertainty exists that may cast significant doubton the Company's ability to continue as a going concern. However based upon the measuresas set forth in note 1 (B)(1) including necessary financial support from a significantpromoter shareholder the management and the Board of Directors of the Company have areasonable expectation that the Company will be able to realise its assets and dischargeall its contractual obligations and liabilities as they fall due in near future in thenormal course of the business. Accordingly management has prepared the financialstatements on a going concern basis.

Our opinion is not modified in respect of this matter.

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 year. 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.

In addition to the matter described in the Material Uncertainty Related to GoingConcern section we have determined that they are no other matters which are considered tobe the key audit matters

Other Information

The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the 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 and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's responsibility for the financial statements

The Company's board of directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give atrue and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read withthe Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Rules 2016 as amended from time to time and other accounting principlesgenerally accepted in India.

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 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 statement 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.

Auditor's responsibilities for the audit of the financial statements

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 highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism 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 financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany 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 the 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'sreport. However future events or conditions may cause the Company to cease to continue asa 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.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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 ourindependence and where applicable 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.

Emphasis of Matter

1. The Company has long-term borrowings with State bank of India and the banksanctioned the One Time Settlement (which has expired on date) for Rs 305.22 lakhs. TheCompany is carrying the One Time Settlement amount as the closing balance and has notrecognized interest expense.

Other Matters

1. We draw your attention to note 24 to the financial results/ statements where themanagement had commented that the previous year comparatives are based on the financialstatements Audited and approved by the board of directors but remains unadopted by theshareholders as the company has not complied with the provisions of section 96 ofcompanies act 2013 and has not conducted the Annual General Meeting (AGM) as thecompany. Our audit is carried on based on these unadopted financial results carriedforward to the current year.

Report on other legal and regulatory requirements

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 Companies Act 2013 we give in Annexure "B" a statement on thematters specified in paragraphs 3 and 4 of the Order.

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 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 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 the written representations received from the directors as on March31 2022 taken on record by the board of directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

(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 A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197 (16) of the Act as amended in ouropinion and to the best of our information and according to the explanations given to usthe remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act; and

(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;

a. The Company does not have any pending litigations which would impact its financialposition;

b. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

c. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 (f) under 'Report on other legal and regulatoryRequirements' section of our report to the Members of Celestial Biolabs Limited of evendate)

Report on the internal financial controls over financial reporting under clause (i) ofsub - section 3 of section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of CelestialBiolabs Limited ("the Company") as at March 31 2022 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management's responsibility for internal financial controls

The board of directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the standards on auditing prescribed under Section 143 (10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. 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 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 in 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 control 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

(i) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(iii) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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 of 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 and according to the information and explanations given to us theCompany has in all material respects an adequate internal financial control system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2022 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

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

b) The company has a program of verification to cover all the items of tangible fixedassets in a phased manner which in our opinion this periodicity of physical verificationreasonable having regard to the size of the company and the nature of its asset. Accordingto the information and explanations given to us and as examined by us no materialdiscrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the original title deeds of immovableproperties are held with the bank where the company has taken loan hence we are unableto comment on this clause.

d) the Company has not revalued its Property Plant and Equipment (including Right ofUse assets) or intangible assets or both during the year hence this clause not applicable

e) As per information and explanation given to us there is no proceedings have beeninitiated or are pending against the company for holding any Benami property under the"Ben-ami Transactions (Prohibition) Act 1988 and Rules made thereunder; andtherefore the question of our commenting on whether the company has appropriatelydisclosed the details in financial statements does not arise.

2 a) The physical verification of inventory has been conducted at the year end. Ascertified by the management the discrepancies noted on physical verification of inventoryas compared to book of records were not material. However we recommend the management toconduct the physical verification of inventories on quarterly basis and maintain properrecords commensurate to the nature and size of the business.

b) During the year the company has not been sanctioned working capital limits in excessof Rs 5 crores in aggregate from banks and financial institutions on the basis ofsecurity of current assets and accordingly the question of our commenting on whether thequarterly returns of statements are in agreement with the unaudited books of accounts ofthe company does not arise

3. According to the information and explanations given to us during the year theCompany has not granted any loans secured or unsecured to companies firms Limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (f) of the Order arenot applicable to the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us noloans investment and guarantees have been provided to the parities covered under section185 and 186 of the Act. Accordingly paragraph 3 (iv) of the order is not applicable.

5. The company has not accepted any deposits from the public. Therefore the directivesissued by the Reserve Bank of India and provisions of section 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and rules framed there under are notapplicable. Consequently no order has been passed by Company Law Board or National CompanyLaw Tribunal or Reserve Bank of India or any court or any other tribunal on compliance ornon -compliance of the same. Accordingly clause (v) of the Order is not applicable

6. The cost Accounting records pursuant to the rules made by the Central Government forthe maintenance of cost records under section 148(1) of the Companies Act 2013 are notapplicable.

7. In respect of statutory dues:

(a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records undisputed statutory dues includingIncome-Tax Sales tax Value added Tax Service tax Goods and Service Cess and otherstatutory dues have not generally been regularly deposited with the appropriateauthorities and they have been though the delays in deposit have not been serious

According to the information and explanations given to us GST of Rs. 31360 payablein respect of the above were in arrears as at March 31 2022 for a period of more than sixmonths from the date on when they become payable.

(b) According to the information and explanations given to us and the records of thecompany examined by us there are no dues of income-tax sales- tax service tax goodsand service tax duty of customs duty of excise and value added tax which have not beendeposited on account of any dispute.

8. According to the information and explanations given to us there are no transactionsin the books of accounts that has been surrendered or disclosed as income during the yearin the tax assessments under the Income Tax Act 1961 that has not been recorded in thebooks of account

9. a) According to the information and explanation given to us and records examined byus the Company has defaulted in repayment of dues to banks amount of Rs. 305.33 lakhsborrowed in the form of term loan The Company does not have any dues to debenture holdersduring the year.

b) According to the information and explanations given to us and on the basis of ouraudit procedures we report that the Company has not been declared Willful Defaulter byany bank or financial institution or government or any government authority.

c) In our opinion and according to the information and explanations given to us theterm loans have been applied for the purposes for which they were obtained.

d) According to the information and explanations given to us and the proceduresperformed by us and on an overall examination of the financial statements of the Companywe report that no funds raised on short-term basis have been used for long-term purposesby the company

e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company we report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures. In view of the above reporting under clause 3(ix)(e) of the Order is not applicable

f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofSecurities held in its subsidiaries joint ventures or associate companies.

10. a) In our opinion and according to the information and explanations given to us bythe management The Company did not raise any moneys by way of initial public offer orfurther public offer (including debt instruments) during the year

b) . Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3(x)(b) of the Order are not applicable tothe Company and hence not commented upon.

11. a) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in india andaccordance to the information and explanation given to us we have neither come across anyinstances of material fraud by the company or on the company noticed or reported duringthe year nor have we been informed of any such cases by the management

b) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us a report under Section 143(12)of the Act in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 was not required to be filed with the Central Government. Accordingly thereporting under clause 3(xi) (b) of the Order is not applicable to the Company.

c) During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us and as represented to us by themanagement no whistle-blower complaints have been received during the year by theCompany. Accordingly the reporting under clause 3(xi)(c) of the Order is not applicableto the Company.

12. Since the company is not a Nidhi company Nidhi rules 2014 are not applicable.Accordingly clause (xii) of the order is not applicable to the company

13. 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

14. a) The Company has an internal audit system commensurate with the size and natureof its business.

b) The internal audit reports of the Company issued till the date of the audit reportfor the period under audit have been considered by us.

15. 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 any non-cashtransactions with the directors or persons connected with them as covered under Section192 of the Act.

16. a) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvia )of the Order are not applicable to the Company and hence not commented upon

b) the Company has not conducted any Non-Banking Financial or Housing Financeactivities hence the provisions of clause 3 (xvi b ) of the Order are not applicable tothe Company and hence not commented upon

c) the Company is not Core Investment Company (CIC) as defined under the Regulations bythe Reserve Bank of India

In view of the above reporting under clause 3 (xvi) (c) and (d) of the Order is notapplicable

17. The Company has incurred cash losses of Rs 30.08 Lacs in the current financial Yearand in Rs 13.22lacs the immediately preceding financial year

18. There has been no resignation of the statutory auditors during the year andaccordingly the reporting under clause (xviii) is not applicable.

19. According to information and explanation given to us on the basis of the financialratios ageing and expected dates of realization of financial assets and payment offinancial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans the auditor is of the opinionthat no material uncertainty exists as on the date of the audit report that company iscapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date.

20. a). According to information and explanation given to us provisions of Section 135of Companies Act 2013 relating to Corporate Social Responsibility is not applicable tothe company hence this clause is not applicable

21. the reporting under clause 3 (xxi) of the order is not applicable in respect ofaudit of financial statements accordingly no comments in respect of the said clause hasbeen included in this report.

As per our Report of even date
For M Surendra and Associates Chartered Accountants
Firm Reg No. 017280S
CA Shaik Shavali P Partner
M.No. 245517
Place : Hyderabad
Date: 02.09.2022

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