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Lactose (India) Ltd.

BSE: 524202 Sector: Health care
NSE: N.A. ISIN Code: INE058I01013
BSE 00:00 | 23 Oct 18.50 0.50
(2.78%)
OPEN

17.20

HIGH

18.50

LOW

17.20

NSE 05:30 | 01 Jan Lactose (India) Ltd
OPEN 17.20
PREVIOUS CLOSE 18.00
VOLUME 650
52-Week high 63.00
52-Week low 16.55
P/E 25.69
Mkt Cap.(Rs cr) 19
Buy Price 18.00
Buy Qty 150.00
Sell Price 18.50
Sell Qty 50.00
OPEN 17.20
CLOSE 18.00
VOLUME 650
52-Week high 63.00
52-Week low 16.55
P/E 25.69
Mkt Cap.(Rs cr) 19
Buy Price 18.00
Buy Qty 150.00
Sell Price 18.50
Sell Qty 50.00

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

Company auditors report

To the Members of Lactose India Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Lactose India Limited("the Company") which comprise the Balance Sheet as at 31st March 2018 theStatement of Profit and Loss (including other comprehensive income) the Statement of CashFlows and the Statement of Changes in Equity for the year ended on that date and a summaryof the significant accounting policies and other explanatory information (herein afterreferred to as "Ind AS financial statements").

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in sub-section 5of Section 134 of the Companies Act 2013 ("the Act") with respect to thepreparation of these Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the Indian Accounting Standards(IND AS) prescribed under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended and other accounting principles generallyaccepted in India This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial . statementsbased on our audit In conducting our auditwe have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersub-section 10 of Section 143 of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial controls relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements We believe that the audit evidencewe have obtained is and appropriate to provide a basis for our audit opinion on the Ind ASfinancial statements

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the companyas at March 31 2018 and its loss total comprehensive income the changes in equity andits cash flow for the year ended on that date

Others Matters

The financialsstatements of the Company for the year ended 31st March 2017 wereaudited by SGCO & Co. LLP vide their unmodifiedaudit report dated 20th May 2017 whose report has been furnished to us by the management and which has been relied upon byus for the purpose of our audit of the financial statement. Our audit report is notqualified in respect of this matter.

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 exercise of powers conferred by sub-section11 of section 143 of the Act we enclose in "Annexure A" a statement onthe matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act we report that: a) We havesought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit; b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books; c) The Balance Sheet the Statement of Loss(including other comprehensive income) the Statement of Cash Flows and the Statement ofChanges in Equity dealt with by this Report are in agreement with the books of account; d)In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued thereunder; e) On the basis of the written representations received from theDirectors as on 31st March 2018 and taken on record by the Board of Directors none of theDirectors are disqualified as on 31 st March 2018 from being appointed as a Director interms of subsection 2 of Section 164 of the Act; f) With respect to the adequacy of theinternal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls refer to our separate report in "Annexure B" and; g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements (refer note no.30 of the Ind AS financial statements) ii. TheCompany did not have any long-term contracts including derivative contracts for whichthere 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 K.M Tulsian & Associates
Chartered Accountants
Firm's Registration No. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 29th May 2018 Mem. No. 131146

Annexure "A" to Independent Auditor's Report

Annexure referred to in Paragraph 1 under "Report on Other Legal and RegulatoryRequirements" in the IndependentAuditor's Report of even date to the members ofLactose (India) Limited ("the Company") on the Ind AS financial statements forthe year ended 31st March 2018.

(i) a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets. b) As explained to us the fixedassets have been physically verified by the management in accordance with a phasedprogramme of our opinion is reasonable considering the size of the Company and the natureof its assets. In accordance with this program certain fixed assets were verified duringthe year. The frequency of verification is reasonable and no discrepancies have beennoticed on such physical verification. c) According to the information and explanationsgiven to us and on the basis of our examination of records of the Company the title deedsof immovable properties are held in the name of the Company. (ii) The inventories havebeen physically verified by the management during the year at reasonable intervals.Discrepancies noticed on physical verificationof inventories as compared to book recordswere not material and have been properly dealt with in the books of account.

(iii) a) During the year the Company has not granted any loans to parties covered inthe register maintained under section 189 of the Companies Act 2013. b) In view of ourcomments in para (iii) (a) above clauses 3 (iii) (a) (b) and (c) of the said Order arenot applicable to the Company

(iv) In our opinion and according to the information and explanation given to ussection 185 of the Act is not applicable since the Company has not granted any loan andhas not provided any guarantees or security to the parties covered under section 185 ofthe Act. With regards to investments in securities and loans provided to other bodycorporates the Company has complied with the provisions of section 186 of the Act.

(v) In our opinion and according to the information and explanation given to us thecompany has not accepted any deposits from the public within the provision of Section 73to 76 of the Act and the rules framed thereunder. (vi) The Central Government has notprescribed the maintenance of cost record under Section 148(1) of the Act for thecompany.

(vii) a) According to the records of the Company the undisputed statutory duesincluding Provident Fund Employees' State Insurance Income Tax Sales Tax Service TaxDuty of Custom Duty of Excise Value Added Tax Cess and other statutory dues to theextent applicable have been regularly deposited with the appropriate authorities exceptthere is slight delays in few cases of Tax Deducted at Source (TDS) professional taxprovident fund Service Tax and Goods and Service Tax.

And

According to the information and explanation given to us no undisputed amounts payablein respect of provident fund employees state insurance income tax sales tax servicetax goods and service tax Value added tax custom duty excise duty cess and any othermaterial statutory dues applicable to it were outstanding at the year end for a periodof more than six month from the date they became payable b) There are no dues of IncomeTax Sales Tax Wealth Tax Service Tax Duty of Custom Duty of Excise Goods &Service Tax Value added tax and Cess except mention below which have not been depositedon account of dispute with the appropriate authorities

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

(viii) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has not defaulted in repayment ofdues to financial institution or banks. The Company has not issued any debentures. (ix)According to the information and explanations given by the management the company hasutilized the monies raised by the way of term loan for the purpose for which the loan wasobtained .The company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments)

(x) According to the information & explanations given to us no fraud by thecompany or on the company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with requisite approvals mandated by the provisions of section197 read with Schedule V to the Act. (xii) In our opinion and according to the informationand explanations given to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable. (xiii) According to the information and explanationgiven to us and based on our examination of the records of the Company all transactionswith the related parties are in compliance with section 188 and 177 of Companies Act 2013wherever applicable and the details have been disclosed in the financial statements asrequired by the accounting standards and Companies Act 2013. (xiv) During the year thecompany has issued 510000 share warrants and out of this 360000 share warrants wereconverted into equity shares. The Company has complied with the provisions of section 42of the act in this regard and applied the funds received for the purpose of funds raised.(xv) According to the information and explanation given to us and based on our examinationof the records of the Company the Company has not entered into any non-cash transactionswith the directors or persons connected with him. Accordingly paragraph 3 (xv) of theOrder is not applicable.

(xvi) In our opinion and 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 K.M Tulsian & Associates
Chartered Accountants
Firm's Registration No. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 29th May 2018 Mem No : 131146

Annexure "B" to the Independent Auditor's Report of even date on thefinancial statements of Lactose (India) Limited for the year ended 31st March2018.

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 internalfinancial controls over financial reporting of Lactose (India) Limited ("theCompany") as of March 31 2018 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancialcontrols 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. These responsibilities includethe design implementation and maintenance of adequate statements in accordance withgenerally accepted internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand 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 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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that We comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was establishedandmaintained controls system over and if such controls operated effectively in allmaterialrespects. controls over Our audit involves performing procedures reportingcriteriato 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 material misstatement of theto 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 financial Company's internal controlssystem over 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 principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial over financial reportingincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects financial adequateinternal financial reporting and such internal financial reporting were operatingeffectively as at March 31 2018 based onthe internal control over financial by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For K.M Tulsian & Associates
Chartered Accountants
Firm's Registration No. 111075W
Sd/-
Nitesh Musahib
Place: Mumbai Partner
Date: 29th May 2018 Mem No : 131146