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Lactose (India) Ltd.

BSE: 524202 Sector: Health care
NSE: N.A. ISIN Code: INE058I01013
BSE 00:00 | 22 Jan 24.85 0.85
(3.54%)
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23.55

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NSE 05:30 | 01 Jan Lactose (India) Ltd
OPEN 23.55
PREVIOUS CLOSE 24.00
VOLUME 869
52-Week high 29.60
52-Week low 15.00
P/E
Mkt Cap.(Rs cr) 25
Buy Price 24.00
Buy Qty 1000.00
Sell Price 25.00
Sell Qty 10.00
OPEN 23.55
CLOSE 24.00
VOLUME 869
52-Week high 29.60
52-Week low 15.00
P/E
Mkt Cap.(Rs cr) 25
Buy Price 24.00
Buy Qty 1000.00
Sell Price 25.00
Sell Qty 10.00

Lactose (India) Ltd. (LACTOSEINDIA) - Auditors Report

Company auditors report

To the Members of Lactose India Limited Report on the Audit of theFinancial Statements

Opinion

We have audited the accompanying Ind AS financial statements of LactoseIndia Limited ("the Company") which comprises the balance sheet as at 31stMarch 2019 and the statement of Profit and Loss (Including Other Comprehensive Income)statement of cash flows and statement of changes in equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 (the ‘Act) in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in Indiaincluding Indian Accounting Standards (‘Ind AS) specified under Section 133 of theAct of the state of affairs (financial position) of the Company as at March 31 2019 andits profit (Financial performance including other comprehensive income)ended on thatitscashflows date.

Basis for Opinion

We conducted our audit in accordance with the Standards on of Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance 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

1. Key audit matters are those matters that in our professionaljudgment were of most financial statements of the current period. These matters wereaddressed 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.

We have determined that there are no key audit matters to becommunicated in our report.

Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annualreport but does not include the financial statements and our auditor's reportthereon.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated. 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.

Responsibilities of Management and Those Charged with Governance forthe Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these financial statements that give a true and fair view of the stateof affairs (financial position) profitor loss (financial performance including othercomprehensive income) changes in equity and cash flows the company in accordance with theaccounting principles generally accepted in India including the IND AS under section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance 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 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 forassessing the Company's ability to continue asin our audit of the a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the FinancialStatements

1. Our objectives are to obtain reasonable assurance about whether thefinancial 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with Standards on Auditing will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.

2. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also :

• Identify and assess the risks of material misstatementwhetherdue to fraud of the financial or error design and perform audit procedures responsive tothose 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 theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing 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'sreport to the related disclosures in the 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 conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

3. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

4. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

5. From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1 As required by Section 197(16) of the Act we report that the Companyhas paid remuneration to its directors during the year in accordance with the provisionsof and limits laid down under Section 197 read with Schedule V of the Act.

2 As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the Annexure A a statement onthe matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

3 Further to our comments in "Annexure A" as requiredby Section 143(3) of the Act we report that:

(a)We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b)In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

(c)The financial statements dealt with by this Report are in agreementwith the books of account.

(d)In our opinion the aforesaid financial statements comply with IndAS specified under Section 133 of the Act.

(e)On the basis of the written representations received from thedirectors as on 31st March 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2019 from being appointed as a director interms of Section 164 (2) of the Act.

(f)With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B".

(g)With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

i.The Company has disclosed the impact of pending litigation on itsfinancial position in its financial statements (refer note no 30 of the IND

AS Financial Statements)

ii.The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii.There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company

For C A S & Co
(Formely known as K.M. Tulsian & Associates) Chartered Accountants
FRN. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 28th May 2019 Mem. No. 131146

Annexure "A" to Independent Auditor's Report

Annexure referred to in Paragraph 1 under "Report on Other Legaland Regulatory Requirements" in the Independent Auditor's Report of even date tothe members of Lactose India Limited ("the Company") on the Ind AS financialstatements the year ended 31st March 2019.

(i) a) The company has maintained proper records showingfullparticulars including quantitative details and situation of its property plant &equipment.b) During the year the property plant & equipment of the Company have beenphysically verified by the Management and as informed no material discrepancies werenoticed on such verification.Inouropinionthefrequencyofverification is reasonable havingregard to the size of the Company and the nature of its assets.c) The title deeds ofimmovable properties (which are included under the note 3‘Property plant &equipment') are held in the name of the Company.

(ii)The inventories have been physically verified by the managementduring the year at reasonable intervals. Discrepancies noticed on physical verification ofinventories as compared to book records were not material and have been properly dealtwith in the books of account.

(iii) a) As informed the Company has not granted any Loan secured orunsecured to companies firms Limited Liability Partnership or other parties covered inthe register maintained under section 189 of the Companies Act 2013. Accordinglyparagraph 3 (iii) (a) 3 (iii) (b) and 3 (iii) (c) of the said Order are not applicableto the Company.(iv) In our opinion and according to the information and explanation givento us Section 185 & 186 of the Companies Act 2013 is not applicable since thecompany has not granted any loan made any investment and provided any guarantee orsecurity.

(v) In our opinion and according to the information and explanationgiven to us the Company has not accepted any deposit with in the meaning of Section 73 to76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provision of clause 3(v) of the order are not applicable.

(vi) According to the information and explanation given to us theCentral Government has not prescribed the maintenance of cost record under Section 148(1)of the Act for the company.

(vii) a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues including provident fund employees stateinsurance income tax sales tax service tax Goods and Service tax Value added taxcustom duty excise duty cess and any other material statutory dues applicable to it.Further no undisputed amounts payable in respect thereof were outstanding at the year endfor a period of more than six months from the date they become payableb) The duesoutstanding in respect of income tax sales tax service tax Goods & Service taxvalue added tax custom duty excise duty which have not been deposited on account of anydispute are as follows

Name of the Statue Amount involved (Rs in lakhs) Amount paid (Rs in lakhs) Period to which amount relates Forum where dispute is pending
Income Tax Act 1961 20.23 3.03 A.Y. 2013-14 The Commissioner of Income Tax Appeal (Mumbai)

(viii)According to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks and financialinstitution. (ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loan wereapplied for the purposes for which they were raised.

(x) No fraud by the company or on the Company by its officers oremployees has been noticed or reported during the period covered under the audit.

(xi) Managerial remuneration has been paid and provided by the companyin accordance with the requisite approvals mandated by the provision of section 197 of theAct read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly paragraph 3 (xii) of theOrder is not applicable.

(xiii) According to the information and explanation given to us alltransaction entered into by the Company with the related parties are in compliance withSections 177 and 188 of Act where applicable and the details have been disclosed in thefinancial Statements etc. as required by the applicable Indian Accounting Standards.

(xiv) During the year the Company has converted the remaining 150000share warrants (out of 510000 share warrants) into equity shares. The Company hascomplied with the provisions of section 42 of the act in this regard and applied the fundsreceived for the purpose of funds raised (xv) In our opinion the Company has not enteredinto any non-cash transactions with the directors or persons connected with them coveredunder section 192 of the act.

(xvi) According to the information and explanation given to us theCompany Is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For C A S & Co
(Formely known as K.M. Tulsian & Associates) Chartered Accountants
FRN. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 28th May 2019 Mem. No. 131146

Annexure "B"

Independent Auditor's Report on the Internal Financial Controlsunder Clause(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Lactose India Limited ("the Company") as of March 31 2019 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls 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("ICAI").These responsibilities include the design implementation andmaintenance of adequate were operating effectively for internal financial ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors 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 Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both issued by ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of whether due materialmisstatement of the to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting isa process 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 controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2019 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For C A S & Co
(Formely known as K.M. Tulsian & Associates) Chartered Accountants
FRN. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 28th May 2019 Mem. No. 131146

 

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