TO THE BOARD OF DIRECTORS AND MEMBERS OF VARDHAMAN LABORATORIES LIMITED
We have audited the accompanying financial statements of VARDHAMAN LABORATORIES LIMITED
("the Company"), for the year ended March 31, 2018, ("the Statement"),
being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. This Statement, which
is the responsibility of the Companys Management and approved by the Board of Directors
has been prepared on the basis of related financial statements which is in accordance with
accounting standards prescribed under Section 133 of the Companies Act, 2013, as
applicable and other accoutring principles generally accepted in India. Our responsibility
is to express an opinion on the Statement.
Managements Responsibility for the Financial Statements
The Company s Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules! 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement whether due to fraud or
error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our audit in accordance
with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material
misstatement. An audit involves performing procedures to obtain audit evidence about the
amounts and the disclosures in the financial statements. The procedures selected depend on
the auditors judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Companys preparation of
the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal financial controls
system over financial reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Companys Directors, as well as
evaluating the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statements give the information required by the Act
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at March
31, 2018, and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2016 ("the Order"), as
amended, issued by the Central Government of India in terms of Section 143(11) of the Act,
we give in the "Annexure B" a statement on the matters specified in
paragraph 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 explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) The Statement is presented accordance with the requirements of Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(c) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
(e) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(f) On the basis of the written representations received from the directors as on 31st
March, 2018 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2018 from being appointed as a director in terms
of Section 164(2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A".
(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, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial
position;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
"Annexure A" to the Independent Auditors
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act").
We have audited the internal financial controls over financial reporting of Vardhaman
Laboratories Limited ("the Company") as of March 31, 2018 in conjunction
with our audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys 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 financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2017, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
|
For Agrawal Naredi & Co., |
|
Chartered Accountants |
|
FRN:- 122480W |
|
\
RADHESHAM AGRAWAL |
|
PARTNER |
|
Membership No. 118336 |
| Place: Pune |
|
| Date: 30/05/2018 |
|
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements
section of our report of even date to the members of Vardhaman Laboratories Limited for
the year ended 31st March, 2018)
(i) According to the information and explanations given to us The Company does not have
any fixed assets. So maintenance of proper records and showing full particulars, including
quantitative details and situation of fixed assets and physical verification of at
reasonable intervals is not applicable.
(ii) According to the information and explanations given to us and having regard to the
nature of the Companys business, the Company does not have any inventories as at the
balance sheet date and therefore, the question of reporting on whether; physical
verification has been carried out at reasonable intervals; procedures of physical
verification of inventories were reasonable and adequate; and discrepancies noticed on
physical verification were material, does not arise.
(iii) According to the information and explanations given to us the company does not
have granted any loans, secured or unsecured, to companies, firms or other parties covered
in the Register maintained under Section 189 of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us,
during the period under review, the company does not have entered into any transaction
with provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans,
investments, guarantees, and security; So adequate internal control system with regard to
purchases of Materials and fixed assets and the sale of goods and services not applicable.
(v) According to the information and explanations given to us the company does not have
accepted any deposits, whether the directives issued by the Reserve Bank of India and the
provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and
the rules framed thereunder.
(vi) According to the information and explanations given to us, maintenance of cost
records has been specified by the Central Government under sub-section (1) of Section 148
of the Companies Act, is not applicable to the company.
(vii) According to the information and explanations given to us, in respect of
statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues
applicable to it with the appropriate authorities. Having regard to the nature of the
Companys business / activities / results, statutory dues in respect of Excise Duty are
not applicable to the Company.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees
State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Value Added
tax and other material statutory dues in arrears as at March 31, 2018 for a period of more
than six months from the date they became payable.
(c) There are no amounts that are due to be transferred to the Investor Education and
Protection Fund in accordance with the relevant provisions of the Companies Act, 2013 and
Rules made thereunder.
(viii) The accumulated losses i.e. deficit in the Statement of Profit and Loss of the
Company at the end of the financial year are less than fifty percent of its net worth and
the Company has incurred cash losses during the current financial year as well as cash
loss during the immediately preceding financial year.
(ix) The Company does not have any loans or borrowings from any financial institution,
banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of
the order is not applicable.
(x) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not raised moneys by way of initial public offer
or further public offer including debt instruments and term Loans. Accordingly, the
provisions of paragraph 3 (ix) of the Order is not applicable to the Company.
(xi) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not paid/provided for
managerial remuneration. Therefore clause (xi) of paragraph 3 is not applicable.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of
paragraph 3 (xii) of the Order is not applicable to the Company.
(xiii) In our opinion, all transactions with the related parties are in compliance with
section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the
Financial Statements as required by the applicable accounting standards.
(xiv) According to the information and explanation given to us and based on our
examination of the record of the Company, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during
the year.
(xv) According to the information and explanations given to us and our examination of
the records of Company, the Company has not entered into non- cash transactions with
directors or persons connected with him. Accordingly, paragraph 3(xv) of Order is not
applicable.
(xvi) To the best of our knowledge and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the Company has been noticed
or reported during the year.
| For Agrawal Naredi & Co., |
| Chartered Accountants |
| FRN:122480W |
| RADHESHAM AGRAWAL |
| PARTNER |
| Membership No. 118336 |
| Place: Pune |
| Date: 30/05/2018 |
+91-9892691696
