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Sanofi India Ltd.

BSE: 500674 Sector: Health care
NSE: SANOFI ISIN Code: INE058A01010
BSE 00:00 | 22 Jun 5190.75 -9.25
(-0.18%)
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5161.00

HIGH

5230.00

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5161.00

NSE 00:00 | 22 Jun 5198.75 6.75
(0.13%)
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5218.00

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5225.00

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5170.00

OPEN 5161.00
PREVIOUS CLOSE 5200.00
VOLUME 50
52-Week high 5995.00
52-Week low 3901.00
P/E 34.30
Mkt Cap.(Rs cr) 11,954
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5161.00
CLOSE 5200.00
VOLUME 50
52-Week high 5995.00
52-Week low 3901.00
P/E 34.30
Mkt Cap.(Rs cr) 11,954
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sanofi India Ltd. (SANOFI) - Auditors Report

Company auditors report

TO THE MEMBERS OF SANOFI INDIA LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying Ind AS financial statements of Sanofi India Limited(the "company") which comprise the Balance Sheet as at December 31 2017 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial Statements

2. The company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the "Act") with respect to the preparation ofthese Ind AS financial statements to give a true and fair view of the financial positionfinancial performance (including other comprehensive income) cash flows and changes inequity of the company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified in the Companies (IndianAccounting Standards) Rules 2015 (as amended) under Section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these Ind AS financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding 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.

5. We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind ASfinancial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Ind AS financial statements. The procedures selected depend onthe auditors' judgment including the assessment of the risks of material misstatement ofthe Ind AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control 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.

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

Opinion

8. 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 December 31 2017 and its total comprehensive income (comprising of profit andother comprehensive income) its cash flows and the changes in equity for the year endedon that date.

Other Matter

9. The comparative financial information of the company for the year ended December 312016 and the transition date opening Balance Sheet as at January 1 2016 included in theseInd AS financial statements are based on the previously issued statutory financialstatements for the years ended December 31 2016 and December 31 2015 prepared inaccordance with the Companies (Accounting Standards) Rules 2006 (as amended) which wereaudited by the predecessor auditor who expressed an unmodified opinion vide reports datedFebruary 27 2017 and February 4 2016 respectively. The adjustments to those financialstatements for the differences in accounting principles adopted by the company ontransition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act (the"Order") and on the basis of such checks of the books and records of the companyas we considered appropriate and according to the information and explanations given tous we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4of the Order.

11. 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 (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisreport are in agreement with the books of account.

(d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as onDecember 31 2017 taken on record by the Board of Directors none of the directors isdisqualified as on December 31 2017 from being appointed as a director in terms ofSection 164(2) of the Act.

(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.

(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 knowledge and belief and according to the information andexplanations given to us:

(i) The company has disclosed the impact if any of pending litigations as at December31 2017 on its financial position in its Ind AS financial statements - Refer Notes 22 37and 45;

(ii) The company has long-term contracts as at December 31 2017 for which there wereno material foreseeable losses. The company did not have any derivative contracts as atDecember 31 2017; and

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company during the year ended December31 2017.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Himanshu Goradia
Partner
Mumbai February 22 2018 Membership Number: 45668

Annexure A to Independent Auditors' Report

[Referred to in paragraph 11(f) of the Independent Auditors' Report of even date to themembers of Sanofi India Limited on the Ind AS financial statements as of and for the yearended December 31 2017]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the internal financial controls over financial reporting of SanofiIndia Limited (the "company") as of December 31 2017 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

2. The company's management is responsible for establishing and maintaining internalfinancial controls 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

3. 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 specified under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. 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 systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial 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 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

7. 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 controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at December 31 2017 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Himanshu Goradia
Partner
Mumbai February 22 2018 Membership Number: 45668

Annexure B to Independent Auditors' Report

[Referred to in paragraph 10 of the Independent Auditors' Report of even date to themembers of Sanofi India Limited on the Ind AS financial statements as of and for the yearended December 31 2017]

1. (a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the management during the year and no material discrepancies have been noticedon such verification.

(c) The title deeds of immovable properties other than for self-constructed buildingsas disclosed in Note 5 on fixed assets to the Ind AS financial statements are held in thename of the company.

2. The physical verification of inventory (excluding stocks with third parties) hasbeen conducted at reasonable intervals by the management during the year. In respect ofinventory lying with third parties these have substantially been confirmed by them. Inour opinion the discrepancies noticed on physical verification of inventory as comparedto book records were not material.

3. The company has granted unsecured loans to two companies covered in the registermaintained under Section 189 of the Act. There are no firms or Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct.

(a) In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the company's interest.

(b) In respect of the aforesaid loans the schedule of repayment of principal andpayment of interest has been stipulated and the parties are repaying the principalamounts as stipulated and are also regular in payment of interest as applicable.

(c) In respect of the aforesaid loans there is no amount which is overdue for morethan ninety days.

4. The company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186 of the Act.Accordingly the provisions of Clause 3(iv) of the Order are not applicable to thecompany.

5. The company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.

6. Pursuant to the rules made by the Central Government of India the company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate or complete.

7. (a) According to the information and explanations given to us and the records of thecompany examined by us in our opinion the company is regular in depositing theundisputed statutory dues including provident fund employees' state insuranceincome-tax sales tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of thecompany examined by us there are no dues of duty of customs and value added tax whichhave not been deposited on account of any dispute. The particulars of dues of income-taxsales tax service tax and duty of excise as at December 31 2017 which have not beendeposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount Rupees in million Period to which the amount relates Forum where the dispute is pending
The Income-tax Act 1961 Income-tax including interest as applicable 149.40 Assessment Years 2010-2011 and 2011-2012 Income Tax Appellate Tribunal
817.40 Assessment Years 2012-2013 to 2014-2015 Appellate Authority - up to Commissioner's level
The Central Sales Tax Act 1956 and Local Sales Tax Acts Sales tax 1.70 1999-2000 Sales Tax Appellate Tribunal
1.09 2006-2007 and 2008-2009 Appellate Authority - up to Commissioner's level
The Finance Act 1994 Service tax 0.10 2011-2012 Commissioner of Customs Central Excise and Service Tax
The Central Excise Act 1944 Export Obligation 4.10 2012-2014 Additional Director General of Foreign Trade
Excise Duty on Samples 0.50 1994-1999 Customs Excise and Service Tax Appellate Tribunal
Disallowance of MODVAT 1.70 1993 Commissioner of Appeals Surat
Excise Duty including interest and penalty as applicable 1.30 2005-2007 Assistant Commissioner Central Excise Service Tax and Customs Division-II Ankleshwar
Medicinal and Toilet Preparation (Levy of Excise Duty) Act1955 Dispute whether Central or State Excise Duty 23.20 1990-1997 Central Board of Excise and Customs
13.20 1996-1999 Commissioner of State Excise duty Maharashtra

8. As the company does not have any loans or borrowings from any financial institutionor bank or Government nor has it issued any debentures as at the Balance Sheet date theprovisions of Clause 3(viii) of the Order are not applicable to the company.

9. The company has not raised any moneys by way of initial public offer further publicoffer (including debt instruments) and term loans. Accordingly the provisions of Clause3(ix) of the Order are not applicable to the company.

10. 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.

11. The company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

12. As the company is not a Nidhi company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the company.

13. The company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the Ind AS financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act read with Companies (Indian Accounting Standards) Rules 2015 (asamended).

14. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the company.

15. The company has not entered into any non cash transactions with its directors orpersons connected with them within the meaning of Section 192 of the Act. Accordingly theprovisions of Clause 3(xv) of the Order are not applicable to the company.

16. 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 are notapplicable to the company.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Himanshu Goradia
Partner
Mumbai February 22 2018 Membership Number: 45668