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Sanofi India Ltd.

BSE: 500674 Sector: Health care
NSE: SANOFI ISIN Code: INE058A01010
BSE 00:00 | 23 Oct 6134.75 23.65
(0.39%)
OPEN

6114.05

HIGH

6180.00

LOW

6085.85

NSE 00:00 | 23 Oct 6120.70 8.70
(0.14%)
OPEN

6100.00

HIGH

6190.00

LOW

6080.00

OPEN 6114.05
PREVIOUS CLOSE 6111.10
VOLUME 206
52-Week high 6584.00
52-Week low 5300.00
P/E 36.34
Mkt Cap.(Rs cr) 14,128
Buy Price 6080.00
Buy Qty 2.00
Sell Price 6190.00
Sell Qty 2.00
OPEN 6114.05
CLOSE 6111.10
VOLUME 206
52-Week high 6584.00
52-Week low 5300.00
P/E 36.34
Mkt Cap.(Rs cr) 14,128
Buy Price 6080.00
Buy Qty 2.00
Sell Price 6190.00
Sell Qty 2.00

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 312018 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 standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

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 312018 and its total comprehensive income (comprising of profit and othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

9. 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 (hereinafterreferred as the "Order") and on the basis of such checks of the books andrecords of the company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure B a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

10. 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 312018 taken on record by the Board of Directors none of the directors isdisqualified as on December 312018 from being appointed as a director in terms of Section164(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 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 December312018 on its financial position in its Ind AS financial statements - Refer Notes 22 3844 and 46;

(ii) The company has long-term contracts as at December 312018 for which there were nomaterial foreseeable losses. The company did not have any long-term derivative contractsas at December 312018; and

(iii) There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the company during the year ended December312018.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Himanshu Goradia
Partner
Mumbai February 26 2019 Membership Number: 45668

Annexure A to Independent Auditors' Report

[Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of Sanofi India Limited on the

Ind AS financial statements for the year ended December 312018]

Report on the Internal Financial Controls with reference to Ind AS financial statementsunder Clause (i) of Sub-section 3 of

Section 143 of the Act

1. We have audited the internal financial controls with reference to Ind AS financialstatements of Sanofi India Limited (the "company") as of December 312018 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

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 with reference to Ind AS financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (the "Guidance Note") and the Standards on Auditingdeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of internal financialcontrols and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to Ind ASfinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to Ind AS financial statementsand their operating effectiveness. Our audit of internal financial controls with referenceto Ind AS financial statements included obtaining an understanding of internal financialcontrols with reference to Ind AS financial statements 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 theInd AS 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 systemwith reference to Ind AS financial statements.

Meaning of Internal Financial Controls with reference to Ind AS financial statements

6. A company's internal financial control with reference to Ind AS financial statementsis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of Ind AS financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial control with reference to Ind AS financial statements includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of Ind AS financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to Ind AS financialstatements

7. Because of the inherent limitations of internal financial controls with reference toInd AS financial 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 Ind AS financial statements to future periods are subject to the risk thatthe internal financial control with reference to Ind AS financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the company has in all material respects an adequate internalfinancial controls system with reference to Ind AS financial statements and such internalfinancial controls with reference to Ind AS financial statements were operatingeffectively as at December 312018 based on the internal control over financial reportingcriteria established by the company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For Price Waterhouse & Co
Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Himanshu Goradia
Partner
Mumbai February 26 2019 Membership Number: 45668

Annexure B to Independent Auditors' Report

[Referred to in paragraph 9 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 year ended December 312018]

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. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Section 185 and 186 of the Act in respect of aloan granted to a director. The company has not granted any other loans or made anyinvestments or provided any guarantees or security to the parties covered under Sections185 and 186 of the Act.

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 duty of customs cess goods and services tax and other material statutorydues 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 value added tax and goodsand services tax which have not been deposited on account of any dispute. The particularsof dues of income-tax sales tax service tax and duty of excise as at December 312018which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount ' in million* Period to which the amount relates Forum where the dispute is pending
The Income-tax Act 1961 Income-tax including tax deducted at source and interest as applicable 145.76 Assessment Years 2008-2009 2010- 2011 and 2011- 2012 Income Tax Appellate Tribunal
1035.67 Assessment Years 2011-2012 to 2015-2016 Appellate Authority - up to Commissioner's level
The Central Sales Tax Act 1956 and Local Sales Tax Acls Sales tax 1.70 1999-2000 Sales Tax Appellate Tribunal
14.51 1998-1999 2006-2007 2008-2009 and 2012-2013 to 2014-2015 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 38.72 2007-2008 to 2011-2012 Appellate Tribunal
Disallowance of MODVAT 3.09 1993 1994-1995 and 2005-2007 Appellate Authority - up to Commissioner's level
Excise Duty including interest and penalty as applicable 1.30 2005-2007 Assistant Commissioner Central Excise Service Tax and Customs Division-II Ankleshwar
23.20 January 1990 to August 1997 Central Board of Excise and Customs
Medicinal and Toilet Preparation (Levy of Excise Duty) Act1955 Dispute whether Central or State Excise Duty 13.20 1996-1997 to 1998-1999 Commissioner of State Excise duty Maharashtra

*Net of amounts paid including under protest.

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.

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 26 2019 Membership Number: 45668