To the Members of Syngene International Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Syngene International Limited("the Company") which comprise the standalone balance sheet as at 31 March2021 and the standalone statement of profit and loss (including other comprehensiveincome) standalone statement of changes in equity and standalone statement of cash flowsfor the year then ended and notes to the standalone financial statements including asummary of the significant accounting policies and other explanatory information(hereinafter referred to as the "standalone financial statements").
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 Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2021 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the standalone financialstatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
Financial instruments Hedge accounting
[Refer Note 2(a) and 28 to the standalone financial statements]
The Key Audit Matter
The Company enters into forward option and interest rate swap contracts to hedge itsforeign exchange and interest rate risks. Foreign exchange risks arise from sales tocustomers as significant part of its revenues are denominated in foreign currency withmost of the costs denominated in Indian Rs (INR). Foreign exchange risks also arise fromforeign currency borrowings. The interest rate risks arises from the variable rate ofinterest on its foreign currency borrowings.
The Company designates a significant portion of its derivatives as cash flow hedges ofhighly probable forecasted transactions. Derivative financial instruments are recognizedat their fair value as of the balance sheet date on the basis of valuation report obtainedfrom third party specialists. Basis such valuations effective portion of derivativemovements are recognized within equity.
These matters are of importance to our audit due to complexity in the valuation ofderivative contracts and complex accounting and documentation requirements under Ind AS109: "Financial Instruments". COVID-19 had an impact on its operations andthereby impacted Company's estimates relating to occurrence of the highly probableforecasted transactions. A hedging relationship can no longer be continued if the Companyconcludes forecasted transactions are not likely to occur. Given the uncertaintiesrelating to COVID-19 judgments and estimates relating to hedge accounting were inherentlycomplex.
How the matter was addressed in our audit
Our audit procedures in relation to hedge accounting include the following amongstothers:
Tested the design and operating effectiveness of the Company's controls around hedgeaccounting;
We involved our internal valuation specialists to assess the fair value of thederivatives by testing sample contracts;
We analyzed critical terms (such as nominal amount maturity and underlying) of thehedging instrument and the hedged item to assess they are closely aligned;
We analysed the revised estimate of highly probable forecasted transactions and testedthe impact of ineffective hedges; and
We challenged Company's assertion relating to its ability to meet its forecasts onaccount of COVID-19 to be able to assert that hedge accounting can be continued byanalysing various scenarios to conclude there was no significant impact on the year-endfinancial statements.
[Refer Note 2(m) 30 and 31 to the standalone financial statements]
The Key Audit Matter
The Company's operations are majorly based out of units registered as Special EconomicZone (SEZ) and Export Oriented Unit (EOU). Accordingly the Company enjoys certaindeductions/benefits with respect to payment of income-tax and other indirect taxes someof which are subject matters of dispute with tax authorities. The Company periodicallyassesses its tax positions which include examination by the external tax consultant andtax counsels appointed by the Company.
Judgment is required in assessing the range of possible outcomes for some of these taxmatters. These judgements could change over time as each of the matter progressesdepending on experience on actual assessment proceedings by tax authorities and otherjudicial precedents.
The Company makes an assessment to determine the outcome of these uncertain taxpositions and decides to make an accrual or consider it to be a possible contingentliability. Where the amount of tax liabilities are uncertain the Company recognisesaccruals which reflect its best estimate of the outcome based on the facts known as at thereporting date. Accordingly we focused on this area.
The Company has significant deferred tax assets primarily comprising of MinimumAlternate Tax (MAT') entitlement credits on account of tax holiday benefits whichwould expire over a period of 15 years. Assessment of recoverability of such MAT creditsrequire the Company to prepare forecasts for future profitability and potential taxliabilities which involves significant judgment and accordingly this was an area of focusfor us.
How the matter was addressed in our audit
Our audit procedures in relation to taxation include the following amongst others:
T ested the design and operating effectiveness of the Company's controls around the taxcomputation and tax matters;
We obtained an understanding of the key uncertain tax positions based on list ofongoing litigations and tax computations for the current year;
We analysed select key correspondences with the tax authorities to identify anyadditional uncertain tax positions;
We analysed Company's judgment regarding the eventual resolution of matters withvarious tax authorities. In this regard we understood how Company has considered pastexperience where available with the tax authorities in the respective jurisdictions;
We also considered external legal opinions and consultations made by the Company forkey matters during current and past periods;
We used our own tax specialists' expertise to assess the key assumptions made byCompany; and
With respect to our assessment of recoverability of MAT our audit procedures included:
- Assessing the revenue and profit forecast against the historical performance andassessing the Company's plans with respect to new undertakings being setup having taxholiday benefits; and
- Assessing the sensitivity of key assumptions including the growth rate and taxholiday benefit for future years on the Company's ability to utilize MAT credits.
Information Other than the Standalone Financial Statements and Auditors' Report Thereon
The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises of Management Reports such as Board's ReportManagement Discussion and Analysis Corporate Governance Report and BusinessResponsibility Report (but does not include the standalone financial statements and ourAuditors' Report thereon) which we obtained prior to the date of this Auditors' Reportand the remaining sections of Annual Report which are expected to be made available to usafter that date.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.
If based on the work we have performed and other information that we obtained prior tothe date of this Auditors' Report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.
When we read the other sections of Annual Report (other than those mentioned above) ifwe conclude that there is a material misstatement therein we are required to communicatethe matter to those charged with governance and take necessary actions as applicableunder the applicable laws and regulations.
Management's and Board of Directors' Responsibility for the Standalone FinancialStatements
The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/ loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring accuracy and completeness of the accounting records relevant tothe preparation and presentation of the standalone financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditors' report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those 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 the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures in the standalone financial statements madeby the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors 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 auditors' report tothe related disclosures in the standalone 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 auditors' report. However future events or conditions maycause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As r equired by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.
2. (A) As required by Section 143(3) of the Act we report that: a) We have soughtand obtained all the information and explanations which to the best of our knowledge andbelief 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 standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.
d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31March 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 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 B".
(B) 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: i.The Company has disclosed the impact of pending litigations as at 31 March 2021 on itsfinancial position in its standalone financial statements - Refer Note 31 to thestandalone financial statements.
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts- Refer Note 28 to the standalone financial statements.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made in these financial statements since they do not pertain to thefinancial year ended 31 March 2021.
(C) With respect to the matter to be included in the Auditors' Report under Section197(16):
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.
Annexure A to the Independent Auditors' Report
With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended 31 March2021 we report the following:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment.
(b) The Company has a regular programme of physical verification of its property plantand equipment by which all property plant and equipment are verified in a phased mannerover a period of three years. In our opinion this periodicity of physical verification isreasonable having regard to the size of the Company and the nature of its assets. Inaccordance with this programme certain property plant and equipment were verified duringthe year and no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable propertiesincluded in property plant and equipment are held in the name of Company. In respect ofimmovable properties taken on lease and disclosed as right-of-use-assets in the standalonefinancial statements the lease agreements are in the name of the Company.
(ii) Inventories apart from goods in transit and stock lying with third parties havebeen physically verified by the Management at reasonable intervals during the year and thediscrepancies noticed on such verification between the physical stock and book recordswere not material.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013 (the Act'). Accordingly the provisions of clause 3(iii) (a)(b) and (c) of the Companies (Auditor's Report) Order 2016 ("the Order") arenot applicable to the Company and hence not commented upon.
(iv) According to the information and explanations given to us there are no loansguarantees and securities granted in respect which provisions of Section 185 and 186 ofthe Act are applicable. However the Company has complied with the provisions of Section186 of the Act with respect to investments made.
(v) According to information and explanations given to us the Company has not acceptedany deposits. Accordingly paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the Companies (Cost Records and
Audit) Rules 2014 as amended prescribed by the Central Government under Section 148of the Act and are of the opinion that prima facie the prescribed accounts and recordshave been made and maintained. However we have not made a detailed examination of suchrecords.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income-tax goods and services tax duty of customs and other materialstatutory dues have been regularly deposited during the year with the appropriateauthorities. As explained to us the Company did not have any dues on account of salestax value added tax duty of excise and cess.
According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax goods andservices tax duty of customs and other material statutory dues were in arrears as at31_March_2021 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us there are no dues ofincome-tax sales tax value added tax service tax duty of customs duty of excisegoods and services tax which have not been deposited with the appropriate authorities onaccount of any disputes other than mentioned below:
|Name of the statute ||Nature of dues ||Amount disputed (INR in million) ||Amount paid under protest (INR in million) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act 1961 ||Income Tax ||292 ||273 ||2009 10 to 2010 11 ||Income Tax Appellant Tribunal (ITAT) |
|Income Tax Act 1961 ||Income Tax ||3321 ||394 ||2008 09 2011 12 to 2018 19 ||Commissioner of Income Tax (Appeals) |
|Finance Act 1994 ||Service Tax (including interest) ||22 ||- ||2004 05 2006 07 2015 16 2016 17 ||Customs Excise and Service Tax Appellate Tribunals |
(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to financialinstitutions and banks during the year. The Company did not have any outstanding loans orborrowings from Government and there are no dues to debentureholders during the year.
(ix) According to the information and explanations given to us and based on examinationof the records of the Company the term loans obtained during the year were applied forthe purpose for which they were obtained. The Company has not raised any money by way ofinitial public offer or further public offer (including debt instruments) during the year.
(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 year.
(xi) According to the information and explanations given to us and based on examinationof the records of the Company the Company has paid/provided managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable to the Company.
(xvi) According to the information and explanation given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
Annexure B to the Independent Auditors' Report on the standalone financial statementsof Syngene International Limited for the year ended 31 March 2021
Report on the Internal Financial Controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013
(Referred to in paragraph 2(A)(f) under Report on Other Legal and RegulatoryRequirements' section of our report of even date)
We have audited the internal financial controls with reference to standalone financialstatements of Syngene International Limited ("the Company") as of 31 March 2021in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.
In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2021 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").
Management's and Board of Directors' responsibility for Internal Financial Controls
The Company's Management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.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 (hereinafterreferred to as "the Act").
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone Financial Statements were established andmaintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone Financial Statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone Financial Statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether due to 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 controls withreference to standalone Financial Statements.
Meaning of Internal Financial Controls with reference to standalone financialstatements
A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to standalone financial statements include thosepolicies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone 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 ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalonefinancial statements
Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.
|for B S R & Co. LLP |
|Chartered Accountants |
|Firm's Registration No: 101248W/W-100022 |
|S Sethuraman |
|Membership Number: 203491 |
|UDIN: 21203491AAAACE5072 |
|Place: Chennai |
|Date: 27 April 2021 |