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FDC Ltd.

BSE: 531599 Sector: Health care
NSE: FDC ISIN Code: INE258B01022
BSE 00:00 | 01 Dec 285.95 0.75
(0.26%)
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286.25

HIGH

289.50

LOW

284.45

NSE 00:00 | 01 Dec 286.90 1.85
(0.65%)
OPEN

286.50

HIGH

289.80

LOW

284.05

OPEN 286.25
PREVIOUS CLOSE 285.20
VOLUME 13976
52-Week high 323.15
52-Week low 229.15
P/E 27.87
Mkt Cap.(Rs cr) 4,744
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 286.25
CLOSE 285.20
VOLUME 13976
52-Week high 323.15
52-Week low 229.15
P/E 27.87
Mkt Cap.(Rs cr) 4,744
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

FDC Ltd. (FDC) - Auditors Report

Company auditors report

To the Members of FDC Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of FDC Limited ("theCompany") which comprise the standalone balance sheet as at 31st March2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "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 Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2021 and profit and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Description of Key Audit Matter Revenue recognition

The Company recognises revenue from the sales of pharmaceutical products when controlover goods is transferred to the customer based on the specific terms and conditions ofthe sale contracts entered into with respective customers.

We have identified recognition of revenue as a key audit matter as -

• revenue is a key performance indicator; and

• there is a presumed fraud risk of revenue being overstated through manipulationof the timing of transfer of control due to pressures to achieve performance targets aswell as meeting external expectations.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

How the matter was addressed in our audit

Our procedures included the following:

• Assessing the appropriateness of the policies in respect of revenue recognitionby comparing with applicable accounting standards;

• Testing of design implementation and operating effectiveness of the Company'sgeneral Information Technology ('IT') controls and key IT application controls byinvolving our IT specialists;

• Performing substantive procedures including testing of recognition of revenue inthe appropriate period by selecting statistical samples of revenue transactions recordedduring and at the end of the financial year.

• Examining the underlying documents such as sales invoices/contracts anddispatch/shipping documents for the selected transactions.

• Assessing manual journals posted in revenue ledger to identify any unusualitems.

Other Information

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Management's and Board of Directors' Responsibility for the Standalone FinancialStatements

The Company's Management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• 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 Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when 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 (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) 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 standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors' 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 as at 31stMarch 2021 on its financial position in its standalone financial statements - Refer Note42 to the standalone financial statements;

ii. T he Company did not have any long-term contracts including derivative contractsfor which 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; and

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 08th November 2016to 30th December 2016 have not been made in these financial statements sincethey do not pertain to the financial year ended 31st March 2021.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No: 101248W/W-100022

Sd/-
Vikas R Kasat
Partner
Place: Mumbai Membership No: 105317
Date: May 26 2021 UDIN: 21 105317AAAADU3881

Annexure A to the Independent Auditors' Report - 31st March 2021

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended 31stMarch 2021 we report the following:

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

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of 3 years. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its fixed assets. Pursuant to the programme certainfixed assets were physically verified by the Management during the year. In our opinionand according to the information and explanations give to us no material discrepancieswere noticed on such verification.

(c) According to the information and explanations given to us and based on theexamination of the registered sale deed / transfer deed / conveyance deed / sharecertificate / other documents evidencing title we report that the title deeds ofimmovable properties of land and building which are freehold as disclosed in Note 2 tothe standalone financial statements are held in the name of the Company. In respect ofimmovable properties of land and buildings that have been taken on lease and disclosed asright of use assets in Note 2 to the standalone financial statements the lease agreementsare in the name of the Company.

(ii) The inventory except for stocks lying with third parties has been physicallyverified by the management during the year. For stocks lying with third parties at theyear-end written confirmations have been obtained. In our opinion the frequency of suchverification is reasonable. The discrepancies noticed on verification between the physicalstocks and the book records were not material and these have been properly dealt with inthe books of account.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly paragraph 3(iii) (a) (b) and (c) of the Order is not applicable to theCompany.

(iv) In our opinion and according to the information and explanation given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185 of the Act. The Company has complied with the provisions ofSection 186 of the Act in respect of the loans and investments made. The Company has notprovided any guarantees and security to the parties covered under Section 186 of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia and the provisions of Sections 73 to 76 or any other relevant provisions of the Actand the rules framed there under. Accordingly paragraph 3(v) of the Order is notapplicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148 (1) of the Act in relation to products manufactured and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained.However we have not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Employees' State InsuranceIncome-tax Duty of Customs Cess and other material statutory dues have been regularlydeposited during the year by the Company with the appropriate authorities. Amountsdeducted/accrued in the books of account in respect of undisputed statutory dues relatingto Provident Fund Profession tax Labour Welfare fund Goods and Services Tax havegenerally been regularly deposited during the year by the Company with the appropriateauthorities though there have been slight delays in a few cases. As explained to us theCompany did not have any dues on account of duty of Excise.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Labour Welfare fundProfession tax Income-tax Goods and Services Tax Duty of Customs Cess and othermaterial statutory dues were in arrears as at 31st March 2021 for a period ofmore than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Goods and Services Tax Sales tax Service tax Duty of Customs Duty ofExcise Value added tax which have not been deposited with the appropriate authorities onaccount of dispute except for the following:

Name of the statute Nature of the dues Amount of demand under dispute (Rs. in Lakhs) Amount paid under protest (Rs. in Lakhs) Amount under dispute not deposited (Rs. in Lakhs) Period to which the amount relates Forum where the dispute is pending
Gujarat Sales Tax Act Tax / Penalty / 71.70 11.71 59.99 A.Y. 2002-03 2003-04 Sales Tax Appellate Tribunal
/ Uttar Pradesh Sales Tax Act / West Bengal Sales Tax Act / Maharashtra Sales Tax Act Interest 27.10 14.11 12.98 A.Y. 2010-11 Joint Commissioner (Appeals)
19.10 - 19.10 A.Y. 2002-03 2003 2006-07 Revisional Board - Commercial Tax
GST Duty / Penalty/ Interest 4.65 2.75 1.90 March 2018 - May 2019 Assist. Commissioner of Customs - West Benqal
Income-tax Act 1961 Tax / Interest/ Penalty 4478.13 2493.56 1984.57 A.Y. 2009-10 2010-1 1 2012-13 2013-14 2015-16 2016-17 2017-18 2018-19. Commissioner of Income tax (Appeals)
6.12 - 6.12 A.Y. 2012-13 Income Tax Appellate Tribunal

(viii) In our opinion and according to the information and explanations given to usand based on the records of the Company the Company has not defaulted in the repayment ofdues to the government. The Company does not have any loans or borrowings from any banksfinancial institutions or debenture holders during the year.

(ix) According to the information and explanations given to us and based on ourexamination of records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) or term loansduring the year.

(x) 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 we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

(xiii) 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 standalone financial statements as required byapplicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) 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 non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No.: 101248W/W-100022

Sd/-
Vikas R Kasat
Partner
Place: Mumbai Membership No: 105317
Date: May 26 2021 UDIN: 21105317AAAADU3881

Annexure -B to the Independent Auditors' report on the standalone financial statementsof FDC Limited for the year ended 31st March 2021

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph 2(A)(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financialstatements of FDC Limited ("the Company") as of 31st March 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31st March 2021 based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's Management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (hereinafter referred to as"the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tostandalone financial statements were established and maintained and whether such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A Company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial controlswith reference to financial statements include those policies and procedures that

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

(2) 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

(3) 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 Standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to Standalone financial statements to future periods are subject to the riskthat the internal financial controls with reference to standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants Firm's Registration No.: 101248W/W-100022

Sd/-
Vikas R Kasat
Partner
Place: Mumbai Membership No: 105317
Date: May 26 2021 UDIN: 21 105317AAAADU3881

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