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Panjon Ltd.

BSE: 526345 Sector: Health care
NSE: N.A. ISIN Code: INE744D01019
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Panjon Ltd. (PANJON) - Auditors Report

Company auditors report

TO THE MEMBERS OF PANJON LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of PANJON LIMITED("the Company") which comprise the Balance Sheet as at March 31 2018 theStatement of Profit and Loss and the Cash Flow Statement for the year ended on that dateand a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in of Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

OPINION

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 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 profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1 As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in exercise of powers conferred by section 143(11) of theAct we enclose in "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2 As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the Directors as on March312018 taken on record by the Board of Directors none of the Directors are disqualifiedas on March 312018 from being appointed as a Director in terms of Section 164(2) of theAct.

0 With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B" and

g) 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:

1. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.

2. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses under the applicable law or accountingstandards; and

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

For: B.M. CHATRATH & CO.

CHARTERED ACCOUNTANTS

FRN: 301011 E

(SUNIL SAXENA)

PARTNER

M No: 072898

PLACE: INDORE

Date 30.05.2018

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management inaccordance with a phased programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals having regard to thesize of the Company nature and value of its assets. According to the information andexplanation given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us the title deeds ofimmovable properties as disclosed in Note 10 & 11 to the standalone financialstatements are held in the name of the Company.

(ii) The inventory except goods-in-transit has been physically verified by themanagement at reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable in respect of inventory lying with third parties these havesubstantially been confirmed by them. The discrepancies noticed on verification betweenthe physical stocks and the book records were not material.

(iii) In our opinion and according to information and explanations given to us 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 paragraph 3(iii) of the order is not applicable to theCompany.

(iv) The Company has not granted any loans or provided any guarantees or security tothe parties covered under Section 185 of the Act. The Company has complied with theprovisions of section 186 of the Act in respect of investments made or loans or guaranteeor security provided to the parties covered under Section 186.

(v) The Company has not accepted any deposits from the public in accordance with theprovisions of sections 73 to 76 of the Act and the rules framed there under.

vi) In our opinion and according to the information and explanations given to us therequirement for maintenance of cost records pursuant to the Companies (Cost Records andAudit) Rules 2014 specified by the Central Government of India under Section 148 of theCompanies Act 2013 are not applicable to the Company for the year under audit.

(vii) According to the information and explanations given to us and the books ofaccount examined by us in respect of statutory dues:

(a) The Company is regular in depositing undisputed statutory dues including ProvidentFund Employees' State Insurance Income Tax Sales Tax Wealth Tax. Service Tax CustomsDuty Excise Duty Value Added Tax Cess and other material statutory dues applicable toit with the appropriate authorities during the year. There were no undisputed amountspayable in respect of the aforesaid statutory dues outstanding as at March 31 2018 for aperiod of more than six months from the date they became payable.

(b) There are no dues of Wealth Tax. Sales Tax Service Tax Customs Duty Value AddedTax and Cess which have not been deposited on account of any dispute with the relevantauthorities. Details of dues towards Income Tax and Excise Duty that have not beendeposited as at March 312018 on account of disputes are as stated below:

Name of Statute

Nature of Dues (Including Interest and penalty where

Amount (Rs.)

Period to which amount relates

Forum

Gross Amount Amount deposited under protest Net Amount
The Central Excise Act 1944 Excise Duty 168000 143000 25000 F.Y. 2002-03 Superintendent (Central Excise)
The E S I Act 1948 Employee's State Insurance 666800 0 666800 F.Y. 2012-13 Office of the Recovery Officer
The Income Tax Act 1961 Income Tax 625000 0 625000 A.Y. 2004-05 Commissioner of Income Tax (appeals)
The Central Sales Tax Act 1956 Central Sales Tax 300450 30100 270350 F.Y. 2014-15 Appellate Deputy Commissioner Commercial Tax

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to financial institutions banksand debenture holders.

(ix) The Company has not raised any money by way of initial public offer furtherpublic offer (including debt instruments) and term loans during the year. Accordingly theprovisions of Clause 3(ix) of the Order are not applicable to the Company.

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

(xv) According to the information and explanations given to us and based on ourexamination of the records the Company has not entered into noncash transactions withdirectors or persons connected with him. Accordingly paragraph 3(xv) of the Order is notapplicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act. 1934. Accordingly the provisions of Clause 3(xvi) of the Order is notapplicable to the Company.

For: B.M. CHATRATH & CO.

CHARTERED ACCOUNTANTS

FRN: 301011 E

(SUNIL SAXENA)

PARTNER

M No: 072898

PLACE: INDORE

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SECTION 143(3) OF THE ACT

We have audited the internal financial controls over financial reporting of PanjonLimited ("the Company") as of 31 March 2018 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal controls over financial reporting criteriaestablished by the Company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India ("ICAI").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 ("theAct").

AUDITOR'S 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 Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and

evaluating the design and operating effectiveness of internal controls based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto 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 controlsystem over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial controls 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 controls over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management 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 controlsover 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 the Company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2018 based on theinternal controls over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by ICAI.

For BJL CHATRATH & CO.

CHARTERED ACCOUNTANTS

FRN: 301011 E

(SUNIL SAXENA)

PARTNER

M No: 072898

PLACE: INDORE

Date 30.05.2018