The Board of Directors of Vivanza Biosciences Limited
We have audited the accompanying financial statements of Vivanza Biosciences Limited("the Company") which comprise the balance sheet as at March 31 2020 and theStatement of Profit and Loss and statement of cash flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the CompaniesAct 2013 ('Act') in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 its loss and cash flows for the year ended onthat date.
Basis for opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedundersection 143(10) of the Companies Act 2013 as amended ("the Act). Ourresponsibilities under those Standards are further described in the "Auditor'sResponsibilities for the Audit of the Standalone Financial Results" section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
> The company has in past granted/ renewed loans and advances to other companieswhich has been identified as non - performing asset. Accordingly company has notrecognized any income from the same. In the opinion of the directors the process ofrecovery is going on and the same is not fully doubtful of recovery. However in ouropinion company needs to make provision for such long outstanding non-performing assetsamounting to Rs.5933061/-. Due to non-provision in this regard the debit balance ofprofit & loss account is under stated and the balance of loans and advances is overstated by the said sum. This matter been already emphasized by previous auditor.
> The company is still carrying Opening Balance of "P & P Expenses andissue related expenses" of Rs. 1842056/- as "Other Current Assets" whichin our opinion needs to be written off in Five Financial Years proportionately. And Due tothe same expense is under stated in profit & loss account.
Our opinion is not qualified in respect of this matter.
Management's Responsibilities for the Standalone Financial Results
The Statement has been prepared on the basis of the annual standalone financialstatements for the year ended March 31 2020. The Board of Directors of the Company areresponsible for the preparation and presentation of the Statement that give a true andfair view of the lossand other comprehensive income and other financial information inaccordance with the applicableaccounting standards prescribed under Section 133 of the Actread with relevant rules issued thereunder and other accounting principles generallyaccepted in India and in compliance with Regulation 33 of the Listing Regulations 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; andthe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Statement that give a trueand fair view and are free from material misstatement whether due to fraud or error.
In preparing Statement the Board of Directors are responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless the Boardof Directors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreportingprocess.
Auditor's Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as awhole is free from material misstatement whether due to fraud or error and to issue anauditor's report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthis Statement.
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 Statement whetherdue to fraud or error design and perform audit procedures responsive to those risks andobtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraudmay involve collusion forgery intentionalomissions misrepresentations or the override ofinternal control.
Obtain an understanding of internal control relevant to the audit in order todesign auditprocedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to these financial results in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accountingestimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors' use of the goingconcern basis ofaccounting and based on the audit evidence obtained whether a materialuncertainty existsrelated to events or conditions that may cast significant doubt on theability of the Company tocontinue as a going concern. If we conclude that a materialuncertainty exists we are required todraw attention in our auditor's report to therelated disclosures in the Statement or if suchdisclosures are inadequate to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our
auditor's report. However future events or conditionsmay cause the Group and of itsJoint Venture to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the Statementincluding thedisclosures and whether the financial results represent the underlyingtransactions and eventsin a manner that achieves fair presentation.
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.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in theAnnexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act we report that:
a) We have sought and obtained all the information and an explanation which isto thebest of our knowledge and beliefs 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 appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with the Companies (IndianAccounting Standard) Rules 2015 as amended
e) On the basis of written representations received from the directors as on 31 March2020 taken on record by the Board of Directors none of the directors is disqualified ason 31st March 2020 from being appointed as a director in terms of Section 164(2) of theAct.
f) With respect to the other matters included in the Auditor's Report and to our bestof our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There is no amount required to be transferred to the investor's education &Protection Fund by the Company.
| ||For G M C A & Co |
| ||Chartered Accountants |
| ||(FRN No.109085W) |
| ||Mitt S. Patel |
|Date:30/07/2020 ||Partner |
|Place: Ahmedabad ||Membership No.: 163940 |
|UDIN : 20163940AAAAIL7043 || |
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of M/S.Vivanza Biosciences Limited("the Company") as of March 31 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the 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.
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
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
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 March 31 2019.
| ||For G M C A & Co. |
| ||Chartered Accountants |
| ||FRN: 109850W |
| ||CA. Mitt S. Patel |
|Place: Ahmedabad ||(Partner) |
|Date:30/07/2020 ||Membership No. 163940 |
Reports under The Companies (Auditor's Report) Order 2016 (CARO 2016) for the yearended on
31st March 2019
The Members of Vivanza Biosciences Limited
(1) In Respect of Fixed Assets
(a) The Company is not having any Fixed Assets in the Books of Accounts. So the recordsmaintenance related question does not arise.
(b) The Company is not having any Fixed Assets in the Books of Accounts. So PhysicalVerification related question does not arise at all.
(c) As per the information & explanation provided to us & on the basis of ourverification We have observed that the company is not having any Immovable Property onits own name.
(2) In Respect of Inventories
As explained to us the inventories (excluding inventories with third parties) werephysically verified during the year by the Management at reasonable intervals.
(3) Compliance under section 189 of The Companies Act 2013
The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the Register maintained under Section 189 of the Companies Act2013.
(4) Compliance under section 185 and 186 of The Companies Act 2013
While doing transaction for loans investments guarantees and security provisions ofsection 185 and 186 of the Companies Act 2013 have been complied with.
(5) Compliance under section 73 to 76 of The Companies Act 2013 and Rules framedthereunder while accepting Deposits
According to information and explanations given to us the Company has not accepted anydeposits from public during the year. In respect of unclaimed deposits the Company hascomplied with the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules made thereunder.
(6) Maintenance of cost records
The Company is not required to maintain cost Records pursuant to the Rules made by theCentral Government for the maintenance of cost records under sub-section (1) of section148 of the Companies Act 2013.
(7) Deposit of Statutory Dues
(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Income-tax Sales Tax Goods and Service Tax Wealth TaxService Tax Duty of customs Duty of excise Value added tax Cess and any other materialstatutory dues with the appropriate authorities.
(b) According to the information and explanations given to us no undisputed amountpayable except Rs. 1377/- Purchase Tax Rs. 1080/- Professional Tax Rs. 36880/- LeaveEncashmentRs.29942/- ESIC Rs.51254/- Gratuity Rs.8000/- TDS on Fees and 281484/-income tax sales tax Goods and Service Tax service tax wealth tax custom duty exciseduty cess were in arrears as at 31st march 2019 for a period of more than six monthsfrom the date they become payable.
(8) Repayment of Loans and Borrowings
The company has not defaulted in repayment of dues to financial institution bank ordebenture holders.
(9) Utilization of Money Raised by Public Offers and Term Loan For which they Raised
The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) during the year. However money raised by way of termloans have been applied for the purposes for which they have been obtained.
(10) Reporting of Fraud During the Year
Based on our audit procedures and the information and explanation made available to usno such fraud noticed or reported during the year.
(11) Managerial Remuneration
Managerial Remuneration of Rs. 1544381 has been provided to Mr. Bhaskar Bhattacharya.
(12) Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio
As per information and records available with us The company is not Nidhi Company.
(13) Related party compliance with Section 177 and 188 of companies Act - 2013
Yes All transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards.
(14) Compliance under section 42 of Companies Act - 2013 regarding Private placement ofShares or Debentures
According to the information and explanations give to us and based on our examinationof the records of the Company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.
(15) Compliance under section 192 of Companies Act - 2013
The company has not entered into any non-cash transactions with directors or personsconnected with him.
(16) Requirement of Registration under 45-IA of Reserve Bank of India Act 1934
The company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act.
| ||For G M C A & Co. |
| ||Chartered Accountants |
| ||FRN: 109850W |
| ||CA. Mitt S. Patel |
| ||Partner |
|Place: Ahmedabad ||Membership No. 163940 |
|Date:30/07/2020 || |