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Venus Remedies Ltd.

BSE: 526953 Sector: Health care
NSE: VENUSREM ISIN Code: INE411B01019
BSE 16:00 | 08 Dec 470.00 18.80
(4.17%)
OPEN

451.20

HIGH

474.80

LOW

451.20

NSE 15:59 | 08 Dec 470.00 17.35
(3.83%)
OPEN

452.65

HIGH

475.00

LOW

451.95

OPEN 451.20
PREVIOUS CLOSE 451.20
VOLUME 15185
52-Week high 638.50
52-Week low 116.85
P/E 10.51
Mkt Cap.(Rs cr) 628
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 451.20
CLOSE 451.20
VOLUME 15185
52-Week high 638.50
52-Week low 116.85
P/E 10.51
Mkt Cap.(Rs cr) 628
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Venus Remedies Ltd. (VENUSREM) - Auditors Report

Company auditors report

To the Members of VENUS REMEDIES LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

OPINION

We have audited the accompanying Standalone Ind AS financial statementsof VENUS REMEDIES LIMITED ("the Company") which comprise the Balance Sheet asat 31st March 2021 and the Statement of Profit and Loss (including othercomprehensive income) Statement of Changes in Equityand Statement of Cash Flows for theyear then ended and notes to the Standalone Ind AS financial statements including asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "the Standalone Ind AS financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Ind AS financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31stMarch 2021 and profit (including other comprehensive income) changes in equity and itscash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the Standalone nd ASFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants of

ndia together with the ethical requirements that are relevant to ouraudit of the Standalone Ind AS financial statements under the provisions of the Act andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

EMPHASIS OF MATTER

We draw attention to note no.37 of the Standalone Ind AS financialstatements with respect to liability related to FCCB bonds amounting to US$4595833 inthe absence of any explicit agreement and based on reassessment of liability in terms ofthe provisions of The Limitation Act1963. Accordingly the carrying value of such FCCBliability has not been reinstated at current exchange rate. No provision for interestpayable has been made since 1st February 2015 as the FCCB Bonds liabilitybecoming time barred as per a legal opinion obtained by the Company. The provision ofinterest made from 1st February 2015 till 31st March 2019 of Rs 686Lakhs was also written back during previous financial Year 2019-20.

Ouropinion is not modified in respect of above matter.

KEY AUDIT MATTERS

Key audit matters (‘KAM') are those matters that in ourprofessional judgment were of most significance in our audit of the Standalone Ind ASfinancial statements of the current period. These matters were addressed in the context ofour audit of the Standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicatein our report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS ANDAUDITOR'S REPORT THEREON

The Company's management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the Standalone Ind AS financial statementsand our auditors' report thereon.

Our opinion on the Standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the Standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the Standalone nd ASfinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

MANAGEMENT'S RESPONSIBILITYFOR THESTANDALONE IND AS FINANCIALSTATEMENTS

The Company's management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of theseStandalone Ind AS financial statements that give a true and fair view of the state ofaffairs profit / loss (including other comprehensive income) changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Standalone Ind AS) specified underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the Standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the Standalone Ind AS financial statements management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND ASFINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether theStandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that incIudes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of theStandalone Ind AS financial statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations orthe overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to Standalonend AS financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Ind AS financial statements or if such disclosuresare inadequate 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 presentationstructureand content of theStandalone Ind AS financial statements includingthe disclosures and whether theStandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the Standalone IndAS financial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditors' report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2016("the Order") issued by the Central Government of India in terms of Section143(11) of the Act we give in "Annexure A" a statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss (includingother comprehensive income) the Statement of Changes in Equity and the Statement of CashFlows dealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Ind AS financialstatements comply with the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on 31st March 2021 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March 2021 from beingappointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to ourseparate Report in "Annexure B".

(g) In our opinion the managerial remuneration for the year endedMarch 31 2021 has been paid / provided by the Company to its directors in accordance withthe provisions of Section 197 read with Schedule V to the Act. The Ministry of CorporateAffairs has not prescribed other details under Section 197(16) of the Act which arerequired to be commented upon by us.

(h) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31stMarch 2021 on its financial position in its Standalone Ind AS financial statements -Refer Note 48 to the Standalone Ind AS financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on longtermcontracts including derivative contracts; and

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

ForVinod Kumar&Associates Chartered Accountants FRN-002304N
Date: 31st May 2021 Place: Panchkula Mukesh Dadhich Partner M.No. 511741 UDIN: 21511741AAAAHM5494

Annexure A to the Independent Auditors' Report

With reference to the AnnexureA referred to in the IndependentAuditors' Report to the members of the Company on the Standalone Ind AS financialstatements for the year ended 31st March 2021 we report the following:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management atreasonable intervals and no material discrepancies have been noticed on physicalverification as confirmed by the management. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the company.

(ii) The management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies were noticed on suchphysical verification.

(iii) The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships and other parties mentioned in theregister maintained under section 189 of the Companies Act 2013. Since the company hasnot granted any loans provisions of clause (iii) (a) to (iii) (c) of the Order are notapplicable to the Company.

(iv) In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions of Section 185 and 186 of theAct with respect to the loans and investments made securities and guarantees given.

(v) The Company has not accepted any deposit from the public. Thusparagraph 3(v) of the Order is not applicable.

(vi) On the basis of records produced we are of the opinion that primafacie cost records and accounts prescribed by the central government under section 148 ofthe act in respect of the products of "the company" covered under the rulesunder said section have been maintained. However we are neither required to carry out norhave carried out any detailed examination of such accounts and records.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundemployee's state insurance income tax sales tax duty of excise service tax Goods andService Tax duty of customs value added tax cess and other material statutory dues havebeen regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employee's state insuranceincome tax sales tax service tax Goods and Service Tax duty of customs value addedtax cess and other material statutory dues were in arrears as at 31st March2021 for a period of more than six months from the date they became payable

(b) According to the information and explanations and records of thecompany the dues outstanding of income-tax sales- tax wealth-tax service tax Goodsand Service Taxcustom duty excise duty value added tax and cess which have not beendeposited by the company on account of any dispute are as follow:

Nature of statute Nature of the dues Period to which the amount relates Forum where dispute is pending Demand Amount (Rs ln lakhs) Remarks
Income Tax Act 1961 Income Tax AY 2011-12 Commissioner of Income Tax Appeals 16.34 The Disputed demand of T16.34 lakhs was deducted by the Income Tax Department from refund due to the Company.

(viii) In our opinion and according to the information and explanationsprovided by the management the Company has not defaulted in repayment of loans orborrowing to a financial institution bank or government or dues to debenture holders.

(ix) In our opinion and according to the information and explanationsgiven to us the Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us no fraudby the Company or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) According to the information and explanations provided by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable.

(xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Although the company has issued warrants with an option toconvert them fully into equity shares of the company on preferential basis in one or moretranches and the funds raised through warrants still unutilized and remains with thecompany as on Balance Sheet date.

(xv) According to the information and explanations given to us andbased on our examination of the records ofthe Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-1Aofthe Reserve Bank of India Act 1934.

ForVinod Kumar&Associates Chartered Accountants FRN-002304N
Date: 31st May 2021 Place: Panchkula Mukesh Dadhich Partner M.No. 511741 UDIN: 21511741AAAAHM5494

Annexure B to the Independent Auditors' Report

(Referred to in paragraph 2(f) under‘Report on Other Legal andRegulatory Requirements' section of our report of even date) Report on the InternalFinancial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 ("the Act")

We have audited the internal financial controls with reference toStandalone Ind AS financial statements of VENUS REMEDIES LIMITED ("the Company")as of 31st March 2021 in conjunction with our audit of the Standalone Ind ASfinancial statements of the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference toStandalone Ind AS financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") issued by theInstitute 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 the Company's policies the safeguarding of its assetsthe prevention 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.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to Standalone Ind AS financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to Standalone Ind AS financial statements was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial control system with reference to Standalone Ind ASfinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to Standalone Ind AS financial statements included obtaining anunderstanding of internal financial controls with reference to Standalone nd AS financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the Standalone Ind AS financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system with reference to Standalone Ind AS financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE INDAS FINANCIAL STATEMENTS

A company's internal financial control with reference to Standalone IndAS financial statements is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of Standalone Ind AS financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control with reference to Standalone nd ASfinancial statements 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 StandaloneInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the StandaloneInd AS financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOSTANDALONE IND AS FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls withreference to Standalone Ind AS financial statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls with reference to Standalone Ind AS financial statements tofuture periods are subject to the risk that the internal financial control with referenceto Standalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

OPINION

In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to Standalone Ind AS financialstatements and such internal financial controls with reference to Standalone Ind ASfinancial statements were operating effectively as at 31st March 2021 based onthe internal control with reference to Standalone Ind AS financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the CAI.

ForVinod Kumar&Associates Chartered Accountants FRN-002304N
Date: 31st May 2021 Place: Panchkula Mukesh Dadhich Partner M.No. 511741 UDIN: 21511741AAAAHM5494

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